Common use of Appointment; Nature of Relationship Clause in Contracts

Appointment; Nature of Relationship. The First National Bank of Chicago is hereby appointed by the Lenders as the Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any 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. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each of the Lenders 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 hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Xxxxxx Guaranty is hereby ----------------------------------- appointed by each of the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation Bank One is hereby appointed by each of the Lenders as the Collateral Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Syndication Agent to act as the contractual representative of such Lender lender with the rights and duties expressly set forth herein and in the Security Agreementother Loan Documents. The Agent and the Collateral Agent are Bank of America is hereby authorized to enter into the Security Agreement on behalf appointed by each of the Lenders as the Documentation Agent hereunder and all obligations under each other Loan Document, and each of the Lenders thereunder shall be binding upon each Lender irrevocably authorizes the Documentation Agent to act as if the contractual representative of such Lender had executed lender with the Security Agreementrights and duties expressly set forth herein and in the other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined --------- term "Administrative Agent,", "Syndication Agent" and "Documentation Agent", it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the 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 its capacity their capacities as the Lenders' contractual representative, the Agent Agents (i) does do not hereby assume any fiduciary duties to any of the Lenders, (ii) is a are "representativerepresentatives" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is are acting as an independent contractorcontractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago AMID Borrower is hereby appointed by each of the Lenders Borrowers as its contractual representative (herein referred to as the Agent “Borrower Representative”) hereunder and under each other Loan Document, and each of the Lenders Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Lender Borrower 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 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 Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding XI. Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all 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 proceeds of the Lenders with only those duties as are expressly set forth in this Agreement Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" 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 the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 belowdoubt, each of the Lenders 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 to assert no claim against that (a) the Agent Borrower Representative may execute such documents and provide such authorizations on any agency theory or any other theory behalf of liability for breach of fiduciary duty, such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of which claims 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 Lender hereby waivesLoan 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. The First National Bank of Chicago One,NA is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago Each of SunTrust Bank and U.S. Bank National Processing Corporation Association is hereby appointed by each of the Lenders as the Collateral a Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral each Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreementother Loan Documents. The Agent Each of Bank of America, N.A. and the Collateral Agent are Fleet National Bank is hereby authorized to enter into the Security Agreement on behalf appointed by each of the Lenders as a Documentation Agent hereunder and all obligations under each other Loan Document, and each of the Lenders thereunder shall be binding upon irrevocably authorizes each Lender Documentation Agent to act as if the contractual representatives of such Lender had executed with the Security Agreementrights and duties expressly set forth herein and in the other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Administrative Agent,", "Syndication Agent" or "Documentation Agent", it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the 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 its capacity their capacities as the Lenders' contractual representative, the Agent Agents (i) does do not hereby assume any fiduciary duties to any of the Lenders, (ii) is a are "representativerepresentatives" of the Lenders within the meaning of Section 9-105 of the term "secured party" as defined in the Illinois Uniform Commercial Code and (iii) is are acting as an independent contractorcontractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Agent," ” it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (iA) does not hereby assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Qualifying Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Administrative Agent," ” it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby have any implied duties and does not assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Qualifying Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and each Qualifying Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Appointment; Nature of Relationship. The First National Bank of Chicago Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each such Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Except as otherwise provided in Section 7.9, the provisions of this Article VII are solely for the benefit of the Administrative Agent, the Funding Agents and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provision. Notwithstanding the use of the defined term "“Administrative Agent," ” it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement or any other Loan Document 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 Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby have any implied duties and does not assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and the Hedge Counterparties agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Hedge Counterparty waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Calyon is hereby appointed by the Lenders LC Participants and the LC Issuer as the Administrative Agent and the Collateral Agent hereunder and under each other Loan Credit Document, and each of the Lenders LC Participants and the LC Issuer irrevocably authorizes the Administrative Agent and the Collateral Agent to act as the contractual representative of such Lender LC Participant and the LC Issuer with the rights and duties expressly set forth herein and in the other Loan Credit Documents. First Chicago National Processing Corporation Calyon is hereby appointed by the Lenders LC Participants as the Collateral Agent initial LC Issuer hereunder and under the Security Agreementeach other Credit Document, and each of the Lenders LC Participants irrevocably authorizes the Collateral Agent LC Issuer to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreementother Credit Documents regarding the LC Issuer. The Administrative 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 agree to act as such contractual representative upon the express conditions contained in this Article X. IX. Notwithstanding the use of the defined term "Administrative Agent," or "Collateral Agent", it is expressly understood and agreed that the Administrative Agent and the Collateral Agent shall have not have any no fiduciary responsibilities to any Lender LC Participant or the LC Issuer by reason of this Agreement or any other Loan Credit Document and that the Administrative Agent is and the Collateral Agent are merely acting as the representative of the Lenders LC Participants and the LC Issuer with only those duties as are expressly set forth in this Agreement and the other Loan Credit Documents. In its capacity as the LendersLC Participants' and the LC Issuer's contractual representative, each of the Administrative Agent and the Collateral Agent (ia) does do not hereby assume any fiduciary duties to any of the LendersLC Participants, (iib) is a "representative" of the Lenders LC Participants and the LC Issuer within the meaning of Section 9-105 of the Uniform Commercial Code as adopted in the State of New York and (iiic) 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 Credit Documents. Without limiting Section 10.3 below, each Each of the Lenders LC Participants and the LC Issuer hereby agrees to assert no claim against the Administrative Agent or the Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender LC Participant and the LC Issuer hereby waives. The Collateral Agent's duties in respect of Collateral shall be limited as set forth in Section 14 of the Security Agreement.

Appointment; Nature of Relationship. The First National Bank of Chicago Initial Borrower (or after a Permitted Internal Restructuring, the Borrower that becomes its successor-in-interest hereunder) is hereby appointed by each of the Lenders Borrowers as its contractual representative (in such capacity, herein referred to as the Agent “Designated Borrower”) hereunder and under each other Loan Document, and each of the Lenders Borrowers irrevocably authorizes the Agent Designated Borrower to act as the contractual representative of such Lender Borrower 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 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 Designated Borrower agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding XI. Additionally, the use Borrowers hereby appoint the Designated Borrower as their agent to receive all 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 proceeds of the Lenders with only those duties as are expressly set forth in this Agreement Loans, at which time the Designated Borrower shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" and their respective officers, directors, agents or employees, shall not be liable to the Designated Borrower or any Borrower for any action taken or omitted to be taken by the Designated Borrower or the Borrowers pursuant to this Section 11.01. For the avoidance of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 belowdoubt, each of the Lenders Loan Parties hereby appoints the Designated Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees to assert no claim against that (a) the Agent Designated Borrower may execute such documents and provide such authorizations on any agency theory or any other theory behalf of liability for breach of fiduciary duty, such Loan Parties as the Designated Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of which claims the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or a Lender to the Designated Borrower shall be deemed delivered to each Lender hereby waivesLoan Party and (c) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Designated Borrower on behalf of each of the Loan Parties.

Appointment; Nature of Relationship. The First National SunTrust Bank of Chicago is hereby appointed by each of the Lenders as the its contractual representative as Administrative Agent and Collateral Agent hereunder and under each other Loan Document, and each of the 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 Agent 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. ARTICLE IX. Notwithstanding the use of the defined term "terms “Administrative Agent," ” or “Collateral Agent”, it is expressly understood and agreed that the Agent Agents shall have not have any fiduciary responsibilities to any Lender of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the representative contractual representatives of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its their capacity as the Lenders' ’ contractual representativerepresentatives, the Agent (i) does not neither Agent hereby assume assumes any fiduciary duties to any of the LendersSecured Parties, (ii) the Collateral Agent is a "“representative" ” of the Lenders Secured Parties within the meaning of Section 9-105 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 rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders Lenders, for itself and on behalf of its Affiliates as Holders of Obligations, hereby agrees to assert no claim against the either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations hereby waives. Except as expressly set forth herein, neither Agent shall have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower or any other Loan Party that is communicated to or obtained by the bank serving as such Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. The First National Bank of Chicago Parent is hereby appointed by each of the Lenders Borrowers as its contractual representative, agent for service of process and attorney–in–fact for all Borrowers (the Agent “Borrower Representative”) hereunder and under each other Loan Document, and each of the Lenders Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Lender Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation is hereby , 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 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 AgreementBorrower Representative. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding 19. Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all of the defined term "proceeds of the Loans in any account designated by Borrower Representative, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower. The Administrative Agent," it is expressly understood , Lenders, and agreed that their 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 Borrowers pursuant to this Section 19.1. Borrowers hereby jointly and severally agree to indemnify Administrative Agent shall have not have and each Lender and hold Administrative Agent and each Lender harmless against any fiduciary responsibilities to and all liability, expense, loss or claim of damage or injury, made against Administrative Agent or any Lender by reason of this Agreement any Loan Party or any other Loan Document and that the Agent is merely acting as the representative third party whosoever, arising from or incurred by reason of any Lender relying on any instructions or notices of the Lenders with only those duties Borrower Representative or by reason of Administrative Agent or such Lender delivering notices or communications solely to such Borrower Representative as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each of the Lenders 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 hereby waivesprovided herein.

Appointment; Nature of Relationship. The First National Bank of Chicago Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of a Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Administrative Agent," ” it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement or any other Loan Document 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 Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees 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, each Lender hereby and each Hedge Counterparty waives. [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.

Appointment; Nature of Relationship. The First National Bank of Chicago Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Administrative Agent," ” it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby have any implied duties and does not assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Qualifying Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and each Qualifying Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives.

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

Appointment; Nature of Relationship. The First National Bank of Chicago One, NA is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation Wachovia Bank, N.A. is hereby appointed by each of the Lenders as the Collateral Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreementother Loan Documents. The Each of LaSalle Bank National Association and Key Bank National Association is hereby appointed by the Lenders as a Co-Documentation Agent hereunder and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf under each other Loan Document, and each of the Lenders and all obligations irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed with the Security Agreementrights and duties expressly set forth herein and in the other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. XI. Notwithstanding the use of the defined term "“Administrative Agent," ”, “Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the 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 its capacity their capacities as the Lenders' ’ contractual representative, the Agent Agents (i) does do not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" are “representatives” of the Lenders within the meaning of Section 9-105 102 of the Uniform Commercial Code and (iii) is are acting as an independent contractorcontractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

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

Appointment; Nature of Relationship. The First National Bank of Chicago is hereby appointed by the Co-Arrangers, LC Issuers, Swing Loan Lenders and Lenders as the Administrative Agent hereunder and under each other Loan Credit Document, and each of the Co-Arrangers, LC Issuers, Swing Loan Lenders and Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender Person with the rights and duties expressly set forth herein and in the other Loan Credit Documents. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article ARTICLE X. Notwithstanding the use of the defined term "Administrative Agent," or "agent" in reference to The First National Bank of Chicago, it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Co-Arranger, LC Issuer, Swing Loan Lender or Lender by reason of this Agreement or any other Loan Document 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 Loan Credit Documents. In its capacity as the Lenders' such contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the 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 an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Credit Documents. Without limiting Section 10.3 below, each Each of the Co-Arrangers, LC Issuers, Swing Loan Lenders hereby 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 which claims each Co-Arranger, LC Issuer, Swing Loan Lender hereby and Lender waives.

Appointment; Nature of Relationship. The First National Bank of Chicago One is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation Chase is hereby appointed by the Lenders as the Collateral Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in 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 Security Agreement. The Lenders as a Documentation Agent hereunder and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf under each other Loan Document, and each of the Lenders and all obligations irrevocably authorizes each Documentation Agent to act as the contractual representative of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed with the Security Agreementrights and duties expressly set forth herein and any other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the each Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders 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 this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.agency

Appointment; Nature of Relationship. The First National Bank of Chicago ANB is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Agent "Administrative Agent") hereunder and under each other Loan DocumentDocuments, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation is 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 Collateral Agent "Funding Agents") hereunder and under the Security Agreementeach other Documents, and each of the Lenders irrevocably authorizes the Collateral Agent Funding Agents to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The other Documents (the Administrative Agent and the Collateral Agent Funding Agents are hereby authorized collectively referred to enter into herein as 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"Agents"), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees Agents agree to act as such contractual representative upon the express conditions contained in this Article X. 10. Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that none of the Agent Agents shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document Documents and that the Agent is 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 Loan Documents. In its their capacity as the Lenders' contractual representative, the Agent Agents (i) does do not hereby assume any fiduciary duties to any of the Lenders, (ii) is a are "representativerepresentatives" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is are acting as an independent contractorcontractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.. 10.2

Appointment; Nature of Relationship. The First National Bank of Chicago Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of a Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Administrative Agent," ” it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Funding Agents and the Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’ and the Lenders' ’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby assume any fiduciary duties to any of the LendersFunding Agents or the Lenders or any Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents and the Lenders and each Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents and the Lenders hereby agrees 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 hereby 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. The First National Bank of Chicago Xxxxx Fargo is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago Each of Bank of America, N.A., Regions Bank, Truist Bank and U.S. Bank National Processing Corporation Association is hereby appointed by each of the Lenders as the Collateral a Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes each of the Collateral Agent Syndication Agents to act as the contractual representative of such Lender lender with the rights and duties expressly set forth herein and in the Security Agreementother Loan Documents. The Agent and the Collateral Agent are BBVA USA is hereby authorized to enter into the Security Agreement on behalf appointed by each of the Lenders as a Documentation Agent hereunder and all obligations under each other Loan Document, and each of the Lenders thereunder shall be binding upon each Lender irrevocably authorizes the Documentation Agent to act as if the contractual representative of such Lender had executed lender with the Security Agreementrights and duties expressly set forth herein and in the other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "“Administrative Agent," ”, “Syndication Agent”, and “Documentation Agent”, it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the 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. Agreement and the other Loan Documents. In its capacity their capacities as the Lenders' ’ contractual representative, the Agent Agents (i) does do not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" are “representatives” of the Lenders within the meaning of Section 9-105 102 of the Uniform Commercial Code and (iii) is are acting as an independent contractorcontractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Par Borrower is hereby appointed by each of the Lenders Borrowers as its contractual representative (herein referred to as the Agent “Borrower Representative”) hereunder and under each other Loan Document, and each of the Lenders Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Lender Borrower 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 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 Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding Section 16.17. Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all of the defined term "Agent," it is expressly understood proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Agent and agreed that the Agent Lenders, and their respective officers, directors, agents or employees, shall have not have be liable to the Borrower Representative or any fiduciary responsibilities Borrower for any action taken or omitted to any Lender be taken by reason the Borrower Representative or the Borrowers pursuant to this Section 16.17. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement 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 Agreement, the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (i) does not hereby assume any fiduciary duties to any 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 Lendersterms of any such document and/or authorization executed on its behalf, (ii) is any notice or communication delivered by the Agent or a "representative" of Lender to the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code Borrower Representative shall be deemed delivered to each Loan Party and (iii) is acting as an independent contractorthe Agent or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the rights and duties Borrower Representative on behalf of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each of the Lenders 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 hereby waivesLoan Parties.

Appointment; Nature of Relationship. The First National SunTrustTruist Bank of Chicago is hereby appointed by each of the Lenders as the its contractual representative as Administrative Agent and Collateral Agent hereunder and under each other Loan Document, and each of the 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 Agent 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. ARTICLE IX. Notwithstanding the use of the defined term "terms “Administrative Agent," ” or “Collateral Agent”, it is expressly understood and agreed that the Agent Agents shall have not have any fiduciary responsibilities to any Lender of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the representative contractual representatives of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its their capacity as the Lenders' ’ contractual representativerepresentatives, the Agent (i) does not neither Agent hereby assume assumes any fiduciary duties to any of the LendersSecured Parties, (ii) the Collateral Agent is a "“representative" ” of the Lenders Secured Parties within the meaning of Section 9-105 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 rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders Lenders, for itself and on behalf of its Affiliates as Holders of Obligations, hereby agrees to assert no claim against the either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations hereby waives. Except as expressly set forth herein, neither Agent shall have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower or any other Loan Party that is communicated to or obtained by the bank serving as such Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. The First National Bank of Chicago Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Lender 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Agent," ” it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (iA) does not hereby assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Qualifying Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Appointment; Nature of Relationship. The First JPMorgan Chase Bank, National Bank of Chicago Association is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation Bank of America, N.A. is hereby appointed by each of the Lenders as the Collateral Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreementother Loan Documents. The 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 the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf under each other Loan Document, and each of the Lenders and all obligations irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed with the Security Agreementrights and duties expressly set forth herein and in the other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. XI. Notwithstanding the use of the defined term "“Administrative Agent," ”, “Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the 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 its capacity their capacities as the Lenders' ’ contractual representative, the Agent Agents (i) does do not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" are “representatives” of the Lenders within the meaning of Section 9-105 102 of the Uniform Commercial Code and (iii) is are acting as an independent contractorcontractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago MSSF is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Agent "Administrative Agent") hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation MS&Co. is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Collateral Agent Agent" and, together with the Administrative Agent, the "Agents") hereunder and under the Security Agreementeach 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 Security Agreementother Loan Documents. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf Each 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 Agents agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term terms "Administrative Agent," and "Collateral Agent" it is expressly understood and agreed that the Agent Agents shall have not have any fiduciary responsibilities to any Lender of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the contractual representative of the Lenders 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, each of the Agent Agents (i) does not hereby assume any fiduciary duties to any of the LendersHolders of Secured Obligations, (ii) is a "representative" of the Lenders Holders of Secured Obligations within the meaning of Section 9-105 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 those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders Lenders, for itself and on behalf of its Affiliates as Holders of Secured Obligations, hereby agrees to assert no claim against either of the Agent Agents on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of a Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Administrative Agent," ” it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement or any other Loan Document 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 Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees 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, each Lender hereby and each Hedge Counterparty waives. Section 7.2.

Appointment; Nature of Relationship. The First National Bank of Chicago Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Lender 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Agent," ” it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (iA) does not hereby assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Qualifying Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The First National Bank of Chicago JPMorgan is hereby appointed by each of the Lenders as the its contractual representative as Administrative Agent and Collateral Agent hereunder and under each other Loan Document, and each of the 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 Agent 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "terms “Administrative Agent," ” or “Collateral Agent”, it is expressly understood and agreed that the Agent Agents shall have not have any fiduciary responsibilities to any Lender of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the representative contractual representatives of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its their capacity as the Lenders' ’ contractual representativerepresentatives, the Agent (i) does not neither Agent hereby assume assumes any fiduciary duties to any of the LendersSecured Parties, (ii) the Collateral Agent is a "“representative" ” of the Lenders Secured Parties within the meaning of Section 9-105 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 rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders Lenders, for itself and on behalf of its Affiliates as Holders of Obligations, hereby agrees to assert no claim against the either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations hereby waives. Except as expressly set forth herein, neither Agent shall have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower or any other Credit Party that is communicated to or obtained by the bank serving as such Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. The First National Bank of Chicago One is hereby appointed by the Issuing Lenders, Swing Line Lender and Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Issuing Lenders, the Swing Line Lender and the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender Person 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 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 Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article ARTICLE X. Notwithstanding the use of the defined term "Administrative Agent," or "agent" in reference to Bank One, it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Issuing Lender, Swing Line Lender or Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Issuing Lenders, Swing Line Lender and Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' such contractual representative, the Administrative Agent (i) does not hereby 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 Lenders within the meaning of Section 9-105 102 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 Loan Documents. Without limiting Section 10.3 below, each Each of the Issuing Lenders, Swing Line Lender and Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Issuing Lender, Swing Line Lender hereby and Lender waives.

Appointment; Nature of Relationship. Each of the Lenders hereby appoints The First National Bank of Chicago is hereby appointed by as its contractual representative to act in the Lenders capacity of Administrative Agent, the Bank of Montreal as its contractual representative to act in the capacity of Syndication Agent and Norwest Bank Minnesota, National Association as its contractual representative to act in the capacity of Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the each such 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Agent Agents shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the 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 its capacity as the Lenders' contractual representative, the Agent representative (i) no Agent does not hereby assume any fiduciary duties to any of the Lenders, (ii) no Agent is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code 40 41 and (iii) each Agent is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Lender 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Agent," ” it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (iA) does not hereby assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Qualifying Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-105 9 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Appointment; Nature of Relationship. The First National Bank of Chicago One is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation Chase is hereby appointed by the Lenders as the Collateral Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in any other Loan Documents. Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the Security Agreement. The Lenders as a Documentation Agent hereunder and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf under each other Loan Document, and each of the Lenders and all obligations irrevocably authorizes each Documentation Agent to act as the contractual representative of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed with the Security Agreementrights and duties expressly set forth herein and any other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. XI. Notwithstanding the use of the defined term terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender Lender, Issuer or the Swing Line Bank by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Lenders Lenders, the Issuers and the Swing Line Bank with only those duties as are expressly set forth in this Agreement 68 75 and the other Loan Documents. In its capacity as the Lenders' contractual representative, the 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 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 this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders Lenders, the Issuers and the Swing Line Bank hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender and Issuer and the Swing Line Bank hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each such Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Except as otherwise provided in Section 7.9, the provisions of this Article VII are solely for the benefit of the Administrative Agent, the Funding Agents and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provision. Notwithstanding the use of the defined term "“Administrative Agent," ” it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement or any other Loan Document 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 Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby have any implied duties and does not assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and eachthe Hedge CounterpartyCounterparties agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Hedge Counterparty waives.

Appointment; Nature of Relationship. The First National Bank of ----------------------------------- Chicago is hereby appointed by each of the Lenders Lenders, LC Issuers and the Swing Line Lender as its contractual representative (herein referred to as the Agent "AGENT") hereunder and under each other Loan Document, and each of the Lenders Lenders, the Swing Line Lender and each of the LC Issuers irrevocably authorizes the Agent to act as the contractual representative of such Lender, Swing Line Lender and LC Issuer 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 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 X. XI. ---------- 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, LC Issuer or Swing Line Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders Lenders, the Swing Line Lender, and the LC Issuers with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the 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 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 this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders 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 Swing Line Lender hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago AMID Borrower is hereby appointed by each of the Lenders Borrowers as its contractual representative (herein referred to as the Agent “Borrower Representative”) hereunder and under each other Loan Document, and each of the Lenders Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Lender Borrower 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 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 Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding XI. Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all 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 proceeds of the Lenders with only those duties as are expressly set forth in this Agreement Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" 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 the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 belowdoubt, each of the Lenders 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 to assert no claim against that (a) the Agent Borrower Representative may execute such documents and provide such authorizations on any agency theory or any other theory behalf of liability for breach of fiduciary duty, such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of which claims 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 Lender hereby waivesLoan 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. The First National Bank of Chicago AMID Borrower is hereby appointed by each of the Lenders Borrowers as its contractual representative (herein referred to as the Agent “Borrower 133 Representative”) hereunder and under each other Loan Document, and each of the Lenders Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Lender Borrower 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 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 Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding XI. Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all 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 proceeds of the Lenders with only those duties as are expressly set forth in this Agreement Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" 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 the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 belowdoubt, each of the Lenders 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 to assert no claim against that (a) the Agent Borrower Representative may execute such documents and provide such authorizations on any agency theory or any other theory behalf of liability for breach of fiduciary duty, such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of which claims 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 Lender hereby waivesLoan 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. The First National Bank of Chicago Company is hereby appointed by (a) each of the Lenders US Borrowers as its contractual representative (herein referred to as the Agent “Borrower Representative US”) hereunder and under each other Loan Document, and each of the Lenders US Borrowers irrevocably authorizes the Agent Borrower Representative US to act as the contractual representative of such Lender 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each Each of the Lenders Borrowers further irrevocably authorizes the Collateral Agent both Borrower Representatives to act as the contractual representative of such Lender Borrower with the rights and duties expressly set forth herein and in the Security Agreementother Loan Documents. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees Borrower Representatives agree to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding XI. Additionally, the use Borrowers hereby appoint the Borrower Representatives, as applicable, as their agent to receive all of the defined term "Agent," it is expressly understood 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 proceeds of the Lenders with only those duties as are expressly set forth Loans in this Agreement the Canadian Funding Account(s) and the other Loan DocumentsUS Funding Account(s) (as applicable), at which time the Borrower Representatives shall promptly disburse such Loans to the appropriate Borrower. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of The Agents and the Lenders, (ii) is a "representative" of and their respective officers, directors, agents or employees, shall not be liable to the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each of the Lenders hereby agrees to assert no claim against the Agent on any agency theory Borrower Representatives or any other theory of liability Borrower for breach of fiduciary duty, all of which claims each Lender hereby waivesany action taken or omitted to be taken by the Borrower Representatives or the Borrowers pursuant to this Section 11.1.

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

Appointment; Nature of Relationship. The First National Bank of Chicago Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each such Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Except as otherwise provided in Section 7.9, the provisions of this Article VII are solely for the benefit of the Administrative Agent, the Funding Agents and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provision. Notwithstanding the use of the defined term "“Administrative Agent," ” it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement or any other Loan Document 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 Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby have any implied duties and does not assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Hedge Counterparty, (iiB) 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 company if publicly disclosed. Lenders and each Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and the Hedge Counterparties agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Hedge Counterparty waives.

Appointment; Nature of Relationship. The First National Bank of Chicago One is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation Chase is hereby appointed by the Lenders as the Collateral Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in any other Loan Documents. Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the Security Agreement. The Lenders as a Documentation Agent hereunder and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf under each other Loan Document, and each of the Lenders and all obligations irrevocably authorizes each Documentation Agent to act as the contractual representative of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed with the Security Agreementrights and duties expressly set forth herein and any other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. XI. Notwithstanding the use of the defined term terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender Lender, Issuer or the Swing Line Bank by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Lenders Lenders, the Issuers and the Swing Line Bank 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, the 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 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 this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders Lenders, the Issuers and the Swing Line Bank hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender and Issuer and the Swing Line Bank hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Administrative Agent," ” it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby have any implied duties and does not assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Qualifying Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and each Qualifying Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Par Borrower is hereby appointed by each of the Lenders Borrowers as its contractual representative (herein referred to as the Agent “Borrower Representative”) hereunder and under each other Loan Document, and each of the Lenders Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Lender Borrower 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 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 Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding XI. Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all 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 proceeds of the Lenders with only those duties as are expressly set forth in this Agreement Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" 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 the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 belowdoubt, each of the Lenders 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 to assert no claim against that (a) the Agent Borrower Representative may execute such documents and provide such authorizations on any agency theory or any other theory behalf of liability for breach of fiduciary duty, such Credit Parties as the Borrower Representative deems appropriate in its sole discretion and each Credit Party shall be obligated by all of which claims the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or a Lender to the Borrower Representative shall be deemed delivered to each Lender hereby waivesCredit Party and (c) the Administrative 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 Credit Parties.

Appointment; Nature of Relationship. The First National Bank of Chicago JPMorgan Chase Bank, N.A. is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago Xxxxx Fargo Bank, National Processing Corporation Association is hereby appointed by each of the Lenders as the Collateral Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreementother Loan Documents. The 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 the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf under each other Loan Document, and each of the Lenders and all obligations irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed with the Security Agreementrights and duties expressly set forth herein and in the other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. XI. Notwithstanding the use of the defined term "“Administrative Agent," ”, “Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the 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 its capacity their capacities as the Lenders' contractual representative, the Agent Agents (i) does do not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" are “representatives” of the Lenders within the meaning of Section 9-105 102 of the Uniform Commercial Code and (iii) is are acting as an independent contractorcontractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago is hereby appointed by each of the Lenders as the Agent its contractual representative hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the 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. First Chicago National Processing Corporation BANK ONE, Texas, N.A. is hereby appointed by each of the Lenders as the Collateral Agent its contractual representative hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article FOR PURPOSES OF THIS ARTICLE X (other than Section OTHER THAN SECTION 10.12), each reference to the term EACH REFERENCE TO THE TERM "AgentAGENT" shall be deemed to be a collective reference to the Agent and the Collateral AgentSHALL 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 X. Notwithstanding the use of the defined term terms "Agent," and "Collateral Agent" throughout this Agreement, it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any 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. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders 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 hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago One is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation Chase is hereby appointed by the Lenders as the Collateral Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in any other Loan Documents. Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the Security Agreement. The Lenders as a Documentation Agent hereunder and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf under each other Loan Document, and each of the Lenders and all obligations irrevocably authorizes each Documentation Agent to act as the contractual representative of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed with the Security Agreementrights and duties expressly set forth herein and any other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the each Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. The First National NBD Bank of Chicago 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 foregoing) and the Canadian Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders and the Canadian Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender or Canadian Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Lender or Canadian Lenders by reason of this Agreement or any other Loan Document 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. In its capacity as the Lenders' and Canadian Lenders' contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the 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 an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby 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 hereby waives. NBD Bank is appointed by the Lenders (each reference in this Article X to a Lender being in its capacity either as a Lender or an Issuing Lender or a Swing Line Lender or any or all of the foregoing) and the Canadian Lenders as the Documentation and Collateral Agent hereunder and under each other Loan Document, and each of the Lenders and Canadian Lenders irrevocably authorizes the Documentation and Collateral Agent to act as the contractual representative of such Lender or Canadian Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Documentation and Collateral Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Documentation and Collateral Agent," it is expressly understood and agreed that the Documentation and Collateral Agent shall not have any fiduciary responsibilities to any Lender or Canadian Lender by reason of this Agreement and that the Documentation and Collateral Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' and Canadian Lenders' contractual representative, the Documentation and Collateral Agent (i) does not assume any fiduciary duties to any of the Lenders or Canadian Lenders, (ii) is a "representative" of the Lenders and Canadian Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and Canadian Lenders agrees to assert no claim against the Documentation and Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Lender 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. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Agent," ” it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the [***] = 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 Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (iA) does not hereby assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Qualifying Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The First National Bank of Chicago One is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation JP Morgan is hereby appointed by the Lenders as the Collateral Syndication Agent hereunder xxxxxxxxx and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in any other Loan Documents. Deutsche Bank Securities Inc., Citicorp USA, Inc. and UBS Warburg LLC are each hereby appointed by the Security Agreement. The Lenders as a Documentation Agent hereunder and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf under each other Loan Document, and each of the Lenders and all obligations irrevocably authorizes each Documentation Agent to act as the contractual representative of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed with the Security Agreementrights and duties expressly set forth herein and any other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the each Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders 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 this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. The First JPMorgan Chase Bank, National Bank of Chicago Association is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago Each of Wachovia Bank, National Processing Corporation Association and Bank of America, N.A. is hereby appointed by each of the Lenders as the Collateral a Co-Syndication Agent hereunder and under the Security Agreementeach other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Agent Co-Syndication Agents to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreementother Loan Documents. The 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 the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf under each other Loan Document, and each of the Lenders and all obligations irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed with the Security Agreementrights and duties expressly set forth herein and in the other Loan Documents. 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 Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. XI. Notwithstanding the use of the defined term "“Administrative Agent," ”, “Co-Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that the no Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the 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 its capacity their capacities as the Lenders' ’ contractual representative, the Agent Agents (i) does do not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" are “representatives” of the Lenders within the meaning of Section 9-105 102 of the Uniform Commercial Code and (iii) is are acting as an independent contractorcontractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Without limiting Section 10.3 below, each Each of the Lenders hereby agrees to assert no claim against the any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. The First National Bank of Chicago Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term "“Agent," ” it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge [***] = 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 or any other Loan Document and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders' ’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (iA) does not hereby assume any fiduciary duties to any of the LendersFunding Agents, the Lenders or any Qualifying Hedge Counterparty, (iiB) is a "“representative" ” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-105 102 of the Uniform Commercial Code UCC as in effect in the State of New York, and (iiiC) 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 Transaction Documents. Without limiting Section 10.3 below, each Each of the Funding Agents, the Lenders hereby agrees and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives.