Common use of Appointment; Nature of Relationship Clause in Contracts

Appointment; Nature of Relationship. JPMorgan Chase is 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois 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, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives.

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

Appointment; Nature of Relationship. JPMorgan Chase is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Administrative Agent “Agent”) hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 of the term “secured party” as defined in the Illinois 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. Except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. JPMorgan Chase BNS is 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIXII. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the LendersHolders of Obligations, (ii) is a “"representative” " of the Lenders Holders of Obligations within the meaning of Section 9-102 105 of the Illinois 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, for itself and on behalf of its affiliatesAffiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives.

Appointment; Nature of Relationship. JPMorgan Chase Xxxxx Fargo Bank, National Association is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent Agent”) hereunder and under each other Loan Document, and each of the Lenders (for purposes of this Article, references to Lenders shall also mean each LC Issuer and the Swingline Lender) irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI10. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase SunTrust Bank 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 Administrative 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. The Administrative Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIARTICLE IX. Notwithstanding the use of the defined term terms “Administrative Agent,” or “Collateral Agent”, it is expressly understood and agreed that the Administrative Agent Agents shall 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 Administrative 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 Administrative Agent (i) does not assume neither Agent hereby 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 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliatesAffiliates as Holders of Obligations, hereby agrees to assert no claim against the Administrative 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. JPMorgan Chase Bank, National Association is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Administrative Agent “Agent”) hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (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 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliatesAffiliates as Holders of Secured Obligations, hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent Agent”) hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (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 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliatesAffiliates as Holders of Secured Obligations, hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Administrative Agent is hereby appointed by each of the Lenders as the Administrative Agent its contractual representative 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. The Administrative Agent agrees to act as such contractual representative upon on the express conditions contained in this Article XI13. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall will not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 of the Illinois term “secured party” as defined in the Oklahoma Uniform Commercial Code 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

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

Appointment; Nature of Relationship. JPMorgan Chase The Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying 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 Qualifying Hedge Counterparty irrevocably authorizes the Administrative 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each 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 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 9-9 102 of the Illinois 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. Each of the LendersFunding Agents, for itself the Lenders and on behalf of its affiliates, agrees 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 and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. JPMorgan Chase MUFG is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent Agent”) hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender of the Holders of Obligations (including, without limitation, the Lenders) by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the LendersHolders of Obligations, (iib) is a “representative” of the Lenders Holders of Obligations within the meaning of Section 9-102 of the Illinois term “secured party” as defined in the New York Uniform Commercial Code 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 Documents. Each of the Lenders, for itself and on behalf of its affiliatesAffiliates as Holders of Obligations, hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase JPMCB is 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code and as in effect from time to time in the State of New York (or any successor provision), (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 DocumentsDocuments and (iv) except as expressly set forth herein, shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Each of the Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank One is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Loan DocumentCredit Document (other than the Vessel Mortgage), and to act as the security trustee under the Vessel Mortgage, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Credit Documents. Bank One is hereby appointed by the Lenders as the Issuing Bank hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes the Issuing Bank to act with the rights and duties expressly set forth herein and in the other Credit Document regarding the Issuing Bank. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVIII. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the representative of the Lenders Lender s with only those duties as are expressly set forth in this Agreement and the other Loan Credit Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “representative” are "representatives" of the Lenders within the meaning of Section 9-102 105 of the Illinois Uniform Commercial Code as adopted in the State of New York and (iiic) 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 Credit Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase General Electric Capital Corporation is hereby appointed by the Lenders each Noteholder as its contractual representative (herein referred to as the Administrative Agent "Facility Administrator") hereunder and under each other Loan Transaction Document, and each of the Lenders Noteholders irrevocably authorizes the Administrative Agent Facility Administrator to act as the contractual representative of such Lender Noteholder with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Administrative Agent Facility Administrator agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent"Facility Administrator,” " it is expressly understood and agreed that the Administrative Agent Facility Administrator shall not have any fiduciary responsibilities to any Lender Noteholder by reason of this Agreement or any other Transaction Document and that the Administrative Agent Facility Administrator is merely acting as the contractual representative of the Lenders Noteholders with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Lenders’ Noteholders' contractual representative, the Administrative Agent Facility Administrator (i) does not hereby assume any fiduciary duties to any of the Lenders, Noteholders and (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois 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 Transaction Documents. Each of the Lenders, for itself and on behalf of its affiliates, Noteholders hereby agrees to assert no claim against the Administrative Agent Facility Administrator on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Noteholder hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase (referred to in this Agreement, except for this Article X, as the “Agent”) is hereby appointed by each of the Lenders as its contractual representative, the Administrative Agent Canadian Correspondent Lender is hereby appointed by each of the Canadian Lenders as its contractual representative, and the UK Correspondent Lender is hereby appointed by each of the UK Lenders as its contractual representative (each, collectively referred to in this Article X only as the “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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code term “secured party” as defined in the UCC 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 Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent Agent”) hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (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 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliatesAffiliates as Holders of Secured Obligations, hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations hereby waives. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not 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 Administrative Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. JPMorgan Chase JPMORGAN CHASE BANK, N.A. is hereby appointed by each of the Lenders as the Administrative Agent its contractual representative hereunder and under each other Loan Credit 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 Credit Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIArticle. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Credit Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 of the Illinois term “secured party” as defined in the Texas 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase The Parent Borrower is hereby appointed by each of the Lenders Borrowers as the Administrative Agent its contractual representative hereunder and under each other Loan Document, and each of the Lenders Borrower irrevocably authorizes the Administrative Agent Parent 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. The Administrative Agent Parent Borrower agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding Additionally, each Borrower hereby appoints the use Parent Borrower as its agent to receive all of the defined term “Administrative Agent,” it is expressly understood and agreed that proceeds of the Loans, at which time the Parent Borrower shall promptly disburse such Loans to the appropriate Borrower. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not have be liable to the Parent Borrower or any fiduciary responsibilities Borrower for any action taken or omitted to be taken by the Parent Borrower or any Lender by reason Borrower pursuant to this Section 11.1. For the avoidance of doubt, each Loan Party hereby appoints the Parent Borrower to act as its agent for all purposes of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and Agreement, the other Loan Documents. In its capacity as Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Lenders’ contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code Parent Borrower may execute such documents 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, for itself and provide such authorizations on behalf of such Loan Party as the Parent Borrower deems appropriate in its affiliatessole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, agrees to assert no claim against (b) any notice or communication delivered by the Administrative Agent Agent, L/C Issuer or a Lender to the Parent Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Parent Borrower on any agency theory or any other theory behalf of liability for breach each of fiduciary duty, all of which claims each Lender waivesthe Loan Parties.

Appointment; Nature of Relationship. JPMorgan Chase Wachovia Bank, National Association is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent Agent”) hereunder and under each other Loan Document, and each of the Lenders (for purposes of this Article, references to Lenders shall also mean each LC Issuer and the Swingline Lender) irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI10. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank, N.A. is hereby appointed by each of the Lenders (including the Issuing Lender, and each reference in this Article X to a Lender shall include the Issuing Lender) as its contractual representative (herein referred to as the Administrative Agent “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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. Subject to the terms and conditions contained in this Agreement, the Agent (on behalf of the Banks) and the Pru Noteholders hereby designate and appoint JPMorgan Chase is appointed by as their Collateral Agent under this Agreement and the Lenders as the Administrative Agent hereunder and under each other Loan DocumentCollateral Documents, and each of the Lenders irrevocably them hereby authorizes the Administrative Collateral Agent to act take such action on its behalf under the provisions of this Agreement and the Collateral Documents and to exercise such powers as the contractual representative of such Lender with the rights and duties expressly are set forth herein and in the or therein, together with such other Loan Documentspowers as are incidental thereto. The Administrative Collateral Agent agrees to act as such contractual representative upon on the express terms and conditions contained in this Article XIAgreement. Notwithstanding the use of the defined term “Administrative Collateral Agent,” it is expressly understood and agreed that the Administrative Collateral Agent shall not have any fiduciary responsibilities to any Lender Secured Party by reason of this Agreement and that the Administrative Collateral Agent is merely acting as the representative of the Lenders Secured Parties with only those duties as are expressly set forth in this Agreement and the other Loan Collateral Documents. In its capacity as the LendersSecured Parties’ contractual representative, the Administrative Collateral Agent (i) does not assume any fiduciary duties to any of the Lenders, Secured Parties and (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois 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 Collateral Documents. Each of the Lenders, for itself and The Agent (on behalf of its affiliates, agrees the Banks) and the Pru Noteholders agree to assert no claim against the Administrative Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender of them hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Administrative Agent Agent") hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (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 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliatesAffiliates as Holders of Secured Obligations, hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank One 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. The Administrative Agent agrees to act as such contractual representative Administrative Agent upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representativeAdministrative Agent, (i) the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, (ii) the Administrative Agent is a “"representative” " of the Lenders within the meaning of Section 9-102 105 of the Illinois Uniform Commercial Code and (iii) the Administrative Agent is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank One, NA is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Administrative Agent "Agent") hereunder and under each other 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, including, without limitation, the Agent's agreement to bind itself and the Lenders to the Intercreditor Agreement and to act on its behalf and on behalf of the Lenders thereunder. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (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 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliatesAffiliates as Holders of Secured Obligations, hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Morgxx Xxxranty Trust Company of New York 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. The Administrative NBD Bank is hereby appointed by the Lenders as the Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “terms "Administrative Agent,” " "Documentation Agent", and "Agents", it is expressly understood and agreed that the Administrative neither Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative 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 Administrative 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 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative either 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. JPMorgan Chase Bank, N.A. is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Administrative Agent “Agent”) hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois term “secured party” as defined in the Texas Uniform Commercial Code Code, 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 Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The provisions of this Article are solely for the benefit of the Agent and the Lenders (including the Swingline Lender and the LC Issuer), and the Loan Parties shall not have rights as a third party beneficiary of any of such provisions.

Appointment; Nature of Relationship. JPMorgan Chase XX Xxxxxx Xxxxx Bank, N.A. is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Administrative Agent “Agent”) hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan DocumentsDocuments and, except as expressly set forth herein, for information provided to Administrative Agent in accordance with the requirements of this Agreement, the Administrative Agent shall not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 of the term “secured party” as defined in the Illinois Uniform Commercial Code 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert with respect to the Loan Documents and administration of the Loan, 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.

Appointment; Nature of Relationship. JPMorgan Chase Huntington is hereby appointed by each of the Lenders as its contractual representative (referred to as the “Administrative Agent hereunder Agent”) under this Agreement and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent in this Agreement to act take such actions on its behalf and to exercise such powers as are delegated to the contractual representative Administrative Agent by the terms of this Agreement, together with such Lender with the rights actions and duties expressly set forth herein and in the other Loan Documentspowers as are reasonably incidental thereto. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XISection 11.01. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In The Administrative Agent acknowledges, solely in its capacity as the Lenders’ contractual representativeAdministrative Agent, the Administrative Agent that (i) does not assume any fiduciary duties to any of the Lenders, (ii) it is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois term “secured party” as defined in the Uniform Commercial Code Code, and (iiiii) it 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 Without limiting the generality of the Lendersforegoing, for itself and on behalf or of its affiliatesany other provision of the Loan Documents that provides rights or powers to the Administrative Agent, agrees to assert no claim against Lenders agree that the Administrative Agent on shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of each Borrower and its Subsidiaries, and related matters, (b) execute or file any agency theory and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) exclusively receive, apply, and distribute the Collections of each Borrower and its Subsidiaries as provided in the Loan Documents, (d) open and maintain such bank accounts as the Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of each Borrower and its Subsidiaries, (e) perform, exercise, and enforce any and all other theory rights and remedies of liability the Lenders with respect to each Borrower, the Obligations, the Collateral, the Collections of each Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such expenses as the Administrative Agent may deem necessary or appropriate for breach the performance and fulfillment of fiduciary duty, all of which claims each Lender waivesits functions and powers pursuant to the Loan Documents.

Appointment; Nature of Relationship. JPMorgan Chase Administrative Agent is hereby appointed by the Lenders each Lender as the Administrative Agent its sole and exclusive contractual representative hereunder and under each other Loan Document, and each of the Lenders Lender irrevocably authorizes the Administrative Agent to act as the sole and exclusive contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI13. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code and (iiib) 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, for itself and on behalf of its affiliates, Lender hereby agrees to assert with respect to the Loan Documents and administration of the Loan, 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. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of Borrower’s obligations hereunder), Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the obligations of Borrower; provided, however, that, notwithstanding anything in this Agreement to the contrary, Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or applicable law. Not in limitation of the foregoing, Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or Event of Default unless the Requisite Lenders have directed Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement or the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment; Nature of Relationship. JPMorgan Chase Bank One, NA is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Administrative Agent "Agent") hereunder and under each other 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. The Administrative Agent is hereby authorized to enter into the Security Agreement thereby appointing the Collateral Agent to act on behalf of the Lenders and all obligations of the Lenders under the Security Agreement shall be binding upon each Lender as if such Lender had executed the Security Agreement. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative "Agent,” " throughout the Agreement, it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative 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 9-102 of the term "secured party" as defined in the Illinois Uniform Commercial Code as in effect from time to time 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase 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. The Administrative Bank One is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. Bank of America is hereby appointed by each of the Lenders as the Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Documentation Agent to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined --------- term “"Administrative Agent,” ", "Syndication Agent" and "Documentation Agent", it is expressly understood and agreed that the Administrative no Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative 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 Administrative 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 9-102 105 of 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative 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. JPMorgan Chase Bank, N.A. is hereby appointed by each of the Lenders as a contractual representative (herein referred to as the “Administrative Agent”) and JPMorgan Chase Bank, N.A. is hereby appointed by each of the Lenders as a contractual representative (herein referred to as the “Collateral Agent”; the Administrative Agent and the Collateral Agent each an “Agent” and, collectively, the “Agents”) hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent Agents to act as the contractual representative representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent Each Agents agrees to act as such contractual representative upon the express conditions contained in this Article XI10. Notwithstanding the use of the defined term “Administrative Agentagent,” it is expressly understood and agreed that neither of the Administrative Agent Agents shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is 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 representativerepresentatives, each of the Administrative Agent Agents (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code term “secured party” as defined in the UCC, 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against either of the Administrative Agent Agents on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank One is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Loan DocumentCredit Document (other than the Vessel Mortgage), and to act as the security trustee under the Vessel Mortgage, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Credit Documents. Bank One is hereby appointed by the Lenders an Issuing Bank hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes any Issuing Bank to act with the rights and duties expressly set forth herein and in the other Credit Document regarding the Issuing Banks. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVIII. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the representative of the Lenders Lender s with only those duties as are expressly set forth in this Agreement and the other Loan Credit Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “representative” are "representatives" of the Lenders within the meaning of Section 9-102 105 of the Illinois Uniform Commercial Code as adopted in the State of New York and (iiic) 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 Credit Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

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

Appointment; Nature of Relationship. JPMorgan Chase Michigan National is appointed by the Lenders as the Administrative Agent hereunder and under each other Loan DocumentDocument and ABN AMRO is appointed by the Lenders (in each case on such Lender's behalf and on behalf of its Affiliates and their respective officers, directors, employees, attorneys and agents) as the Syndication Agent and Collateral Agent hereunder and under each of the other Loan Documents, and each of the Lenders irrevocably authorizes the Administrative Agent Agents to act as the contractual representative representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent Each of the Agents agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “"Administrative Agent,” " "Collateral Agent," "Syndication Agent" or "Agent," it is expressly understood and agreed that the Administrative no Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is Agents are merely acting as the representative representatives 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 Administrative Agent (i) does not assume no Agent assumes any fiduciary duties to any of the Lenders, (ii) each Agent is a “"representative” " of the Lenders within the meaning of Section 9-102 105 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders agrees to assert no claim against the Administrative either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. Each reference in this Article XI to a "Lender" shall in each case include other Holders of Secured Obligations which constitute an Affiliate of such Lender or its or its Affiliate's officers, directors, employees and agents, it being the intention of the parties that the Agents act on behalf of the Holders of Secured Obligations hereunder and under the other Loan Documents.

Appointment; Nature of Relationship. JPMorgan Chase JPMCB 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. Each of Bank of America, N.A., The Administrative Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch, and Citibank, N.A. is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " or "Syndication Agent", it is expressly understood and agreed that the Administrative no Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative 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 Administrative 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 9-102 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative 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. JPMorgan Chase Fortress Credit Corp. is hereby appointed by the Lenders each Lender as the Administrative Agent its contractual representative hereunder and under each other Loan DocumentDocument (herein referred to as Agent), and each of the Lenders Lender irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI11. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code term “secured party” as defined in the UCC 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 Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.. Fortress/NX Xxxxxxxxxx XX Holdings, LLC Credit Agreement

Appointment; Nature of Relationship. JPMorgan Chase Bank One is hereby appointed by each of the Lenders as its contractual representative to serve as the sole and exclusive 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. Wachovia is hereby appointed by each of the Lenders as its contractual representative to serve as the sole and exclusive Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees Agents agree to act as such contractual representative representatives upon the express conditions contained in this Article XIXIV. Notwithstanding the use of the defined term “Administrative Agentterms "administrative agent,” " "syndication agent" or "agent," it is expressly understood and agreed that neither the Administrative Agent nor the Syndication Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is 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 capacity respective capacities as the Lenders’ ' contractual representativerepresentatives, the Administrative Agent Agents (i) does do not hereby assume any fiduciary duties to any of the Lenders, (ii) is are both a “"representative” " of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code term "secured party" as defined in the UCC 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent Agents or either of them 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. JPMorgan Chase Bank 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. The Administrative Wachovia Bank, National Association is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “Administrative Agent,” or “Syndication Agent”, it is expressly understood and agreed that the Administrative no Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative 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 Administrative 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 9-102 of 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative 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. JPMorgan Chase U.S. Bank is hereby appointed by each of the Lenders as the Administrative Agent its contractual representative 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois term “secured party” as defined in the Uniform Commercial Code 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 Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

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

Appointment; Nature of Relationship. JPMorgan Chase The Administrative Agent is appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Lenders irrevocably authorizes the Administrative Agent 742613903 21686243 to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not assume any fiduciary duties to any of the Lenders, (iib) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. JPMorgan Chase is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Administrative Agent Agent") hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (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 9-102 of the Illinois term "secured party" as defined in the Kentucky 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, for itself and on behalf of its affiliatesAffiliates as Holders of Secured Obligations, hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations hereby waives. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not 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 Administrative Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. JPMorgan Chase PrivateBank is hereby appointed by each of the Lenders as their contractual representative (herein referred to as the “Administrative Agent 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI10. Notwithstanding the use of the defined term “Administrative Agent,” ”, it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 of the Illinois Uniform Commercial Code term “secured party” as defined in the UCC 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase CLNY is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Loan Credit 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 Credit Documents. CLNY and Scotiabank are hereby appointed by the Lenders as the Issuing Lenders hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes the Issuing Lenders to act with the rights and duties expressly set forth herein and in the other Credit Documents regarding the Issuing Lenders. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIIX. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any no fiduciary responsibilities to any Lender by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the representative of the 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’ ' contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Hellxx Xxxancial, Inc. is hereby appointed by the Lenders each Noteholder as its contractual representative (herein referred to as the Administrative Agent "Facility Administrator") hereunder and under each other Loan Transaction Document, and each of the Lenders Noteholders irrevocably authorizes the Administrative Agent Facility Administrator to act as the contractual representative of such Lender Noteholder with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Administrative Agent Facility Administrator agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent"Facility Administrator,” " it is expressly understood and agreed that the Administrative Agent Facility Administrator shall not have any fiduciary responsibilities to any Lender Noteholder by reason of this Agreement or any other Transaction Document and that the Administrative Agent Facility Administrator is merely acting as the contractual representative of the Lenders Noteholders with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Lenders’ Noteholders' contractual representative, the Administrative Agent Facility Administrator (i) does not hereby assume any fiduciary duties to any of the Lenders, Noteholders and (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois 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 Transaction Documents. Each of the Lenders, for itself and on behalf of its affiliates, Noteholders hereby agrees to assert no claim against the Administrative Agent Facility Administrator on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Noteholder hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank One, NA 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative 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 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank One is hereby ----------------------------------- appointed by each of the Lenders Banks as its contractual representative (herein referred to as the Administrative Agent Agent) hereunder and under each other Loan Document, and each of the Lenders Banks irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI7. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Bank by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ Banks' contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the LendersBanks, (ii) is a “"representative” " of the Lenders Banks within the meaning of Section 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Banks hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Bank hereby waives. The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have no implied duties to the Banks, or any obligation to the Banks to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent.

Appointment; Nature of Relationship. JPMorgan Chase CLNY is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Loan DocumentCredit Document (other than the Vessel Mortgage), and to act as the security trustee under the Vessel Mortgage, and each of the 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 Credit Documents. CLNY is hereby appointed by the Lenders an Issuing Bank hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes any Issuing Bank to act with the rights and duties expressly set forth herein and in the other Credit Document regarding the Issuing Banks. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVIII. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Credit Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Guaranty Bank is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Administrative Agent "Agent") hereunder and under each other 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. The Administrative Agent is hereby authorized to enter into the Security Agreement thereby appointing the Collateral Agent to act on behalf of the Lenders and all obligations of the Lenders under the Security Agreement shall be binding upon each Lender as if such Lender had executed the Security Agreement. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative "Agent,” " throughout the Agreement, it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a “representative” "representative " of the Lenders within the meaning of Section 9-102 of the Illinois term "secured party" as defined in the Texas Uniform Commercial Code as in effect from time to time 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.. 10.2

Appointment; Nature of Relationship. JPMorgan Chase NBD Bank is 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, (ii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives.

Appointment; Nature of Relationship. JPMorgan Chase 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. The Administrative Agent agrees to act as such contractual representative Administrative Agent upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representativeAdministrative Agent, (i) the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, (ii) the Administrative Agent is a “representative” of the Lenders within the meaning of Section 9-102 105 3099077v.3 of the Illinois Uniform Commercial Code and (iii) the Administrative Agent is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank One, Indiana, 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities responsibility to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties duty to any of the LendersLender, (ii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. Each Lender hereby appoints ABN AMRO Bank N.V. as Syndication Agent and National City Bank of Indiana as Documentation Agent. Neither the Syndication Agent nor the Documentation Agent, in its capacity as such, shall have any rights, duties or responsibilities hereunder or under any other Loan Document.

Appointment; Nature of Relationship. JPMorgan Chase MSSF is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Administrative Agent Agent") hereunder and under each other 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. The MS&Co. is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Collateral Agent" and, together with the Administrative Agent, the "Agents") hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of the Agents agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “terms "Administrative Agent" and "Collateral Agent,” " it is expressly understood and agreed that the Administrative Agent Agents shall not have any fiduciary responsibilities to any Lender of the Holders of the Obligations by reason of this Agreement or any other Loan Document and that the Administrative 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 capacity as the Lenders’ ' contractual representative, each of the Administrative Agent Agents (i) does not hereby assume any fiduciary duties to any of the LendersHolders of the Obligations, (ii) is a “"representative” " of the Lenders Holders of the Obligations within the meaning of Section 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliatesAffiliates as Holders of the Obligations, hereby agrees to assert no claim against either of the Administrative Agent Agents on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of the Obligations hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase JPMCB is 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code and as in effect from time to time in the State of New York (or any successor provision), (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 DocumentsDocuments and (iv) except as expressly set forth herein, shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Each of the Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives.. 90

Appointment; Nature of Relationship. JPMorgan Chase First Tennessee Bank 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ Lenders contractual representative, the Administrative 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 9-102 105 of the Illinois Uniform Commercial Code 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. It is also expressly understood that, as of the date of this Amended and Restated Short Term Credit Agreement, there shall no longer be a Co-Administrative Agent hereunder or under any of the Loan Documents.

Appointment; Nature of Relationship. JPMorgan Chase JPMCB is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent hereunder and under each other Loan DocumentAgent”) hereunder, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documentsherein. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan DocumentsAgreement. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 of the term “secured party” as defined in the Illinois 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 DocumentsAgreement. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank One, NA 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative 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 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, agrees Lenders herebx xxxxes 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.

Appointment; Nature of Relationship. JPMorgan Chase BTMU is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent Agent”) hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender of the Holders of Obligations (including, without limitation, the Lenders) by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the LendersHolders of Obligations, (iib) is a “representative” of the Lenders Holders of Obligations within the meaning of Section 9-102 of the Illinois term “secured party” as defined in the New York Uniform Commercial Code 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 Documents. Each of the Lenders, for itself and on behalf of its affiliatesAffiliates as Holders of Obligations, hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank, National Association is 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, Holders of Obligations and (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois 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, for itself and on behalf of its affiliatesaffiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. In its capacity as the Lenders’ contractual representative, the Administrative Agent shall promptly distribute to the Lenders copies of all reports, certificates and notices of the Borrowers required to be delivered thereto pursuant to the terms of this Agreement and the other Loan Documents.

Appointment; Nature of Relationship. JPMorgan Chase Huntington is hereby appointed by each of the Lenders as its contractual representative (referred to as the “Administrative Agent hereunder Agent”) under this Agreement and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent in this Agreement to act take such actions on its behalf and to exercise such powers as are delegated to the contractual representative Administrative Agent by the terms of this Agreement, together with such Lender with the rights actions and duties expressly set forth herein and in the other Loan Documentspowers as are reasonably incidental thereto. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XISection 11.01. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In The Administrative Agent acknowledges, solely in its capacity as the Lenders’ contractual representativeAdministrative Agent, the Administrative Agent that (i) does not assume any fiduciary duties to any of the Lenders, (ii) it is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois term “secured party” as defined in the Uniform Commercial Code Code, and (iiiii) it 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 Without limiting the generality of the Lendersforegoing, for itself and on behalf or of its affiliatesany other provision of the Loan Documents that provides rights or powers to the Administrative Agent, agrees to assert no claim against Lenders agree that the Administrative Agent on shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of the Borrowers and their Subsidiaries, and related matters, (b) execute or file any agency theory and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) exclusively receive, apply, and distribute the Collections of the Borrowers and their Subsidiaries as provided in the Loan Documents, (d) open and maintain such bank accounts as the Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of the Borrowers and their Subsidiaries, (e) perform, exercise, and enforce any and all other theory rights and remedies of liability the Lenders with respect to the Borrowers, the Obligations, the Collateral, the Collections of the Borrowers and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such expenses as the Administrative Agent may deem necessary or appropriate for breach the performance and fulfillment of fiduciary dutyits functions and powers pursuant to the Loan Documents; provided, all however, that the Administrative Agent agrees, in its capacities as administrator under the Administration Agreement and as Administrative Agent hereunder, without the consent of which claims the Required Lenders, it will not (i) take any action to amend or consent or agree to amend the New Trust Trust Agreement or (ii) direct New Trust to take any action, in each instance, that adversely affects, in any material respect, any right of any Lender waivesunder any Loan Document, other than as expressly permitted under the terms of this Agreement.

Appointment; Nature of Relationship. JPMorgan Chase Bank One, NA (referred to in this Agreement except for this Article X, as the "Agent") is hereby appointed by each of the Lenders as their contractual representative, and the Administrative Singapore Correspondent Agent is hereby appointed by each of the Singapore Lenders as their contractual representative (each, collectively referred to in this Article X only, as the "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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “"representative” " of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code term "secured party" as defined in the UCC 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 Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

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

Appointment; Nature of Relationship. JPMorgan Chase Bank One, NA, having its principal office in Chicago, Illinois is 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the LendersHolders of Obligations, (ii) is a “"representative” " of the Lenders Holders of Obligations within the meaning of Section 9-102 of the Illinois 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, for itself and on behalf of its affiliatesaffiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. In its capacity as the Lenders' contractual representative, the Administrative Agent shall promptly distribute to the Lenders copies of all reports, certificates and notices of the Borrowers required to be delivered thereto pursuant to the terms of this Agreement and the other Loan Documents.

Appointment; Nature of Relationship. JPMorgan Chase is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent Agent”) hereunder and under each other 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. In furtherance of the foregoing, the Lenders authorize the Administrative Agent to enter into customary intercreditor agreements on behalf of the Lenders in connection with Receivables Purchase Facilities permitted hereunder. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (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 9-102 of the Illinois term “secured party” as defined in the Kentucky 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, for itself and on behalf of its affiliatesAffiliates as Holders of Secured Obligations, hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations hereby waives. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not 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 Administrative Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. JPMorgan Chase Bank One, NA is hereby appointed by each of the Lenders as the Administrative Agent its contractual representative hereunder and under each other Loan Credit 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 Credit Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIArticle. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Credit Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 of the Illinois term “secured party” as defined in the Texas 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase 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. The Administrative Agent agrees to act as such contractual representative Administrative Agent upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representativeAdministrative Agent, (i) the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, (ii) the Administrative Agent is a “representative” of the Lenders within the meaning of Section 9-102 105 of the Illinois Uniform Commercial Code and (iii) the Administrative Agent is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Wachovia Bank, National Association is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Administrative Agent Agent") hereunder and under each other Loan Document, and each of the Lenders (for purposes of this Article, references to Lenders shall also mean each LC Issuer and the Swingline Lender) irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI10. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative 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 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase is First Chicago and First Security are hereby appointed by the Lenders as the Documentation Agent and the Administrative Agent respectively hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Documentation Agent and 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. The Each of the Documentation Agent and the Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “terms "Documentation 1A-222232 35 Agent" and "Administrative Agent,” " it is expressly understood and agreed that the Documentation Agent and the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each of the Documentation Agent and the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, each of the Documentation Agent and the Administrative 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 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Documentation Agent or 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.

Appointment; Nature of Relationship. JPMorgan Chase is hereby appointed by each of the Lenders and the LC Issuers as its contractual representative (herein referred to as the “Administrative Agent Agent”) hereunder and under each other Loan Document, and each of the Lenders and the LC Issuers irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender and such LC Issuer with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender or LC Issuer by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders and 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’ and LC Issuers’ contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the LendersLenders or LC Issuers, (ii) is a “representative” of the Lenders and LC Issuers within the meaning of Section 9-102 102(a)(72) of the Illinois 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, for itself Lenders and on behalf of its affiliates, LC Issuers hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender and LC Issuer hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Administrative Agent is hereby appointed by the Lenders each Lender as the Administrative Agent its sole and exclusive contractual representative hereunder and under each other Loan Document, and each of the Lenders Lender irrevocably authorizes the Administrative Agent to act as the sole and exclusive contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents; provided, however, that in the event Borrower or Guarantor (or any Affiliate of Borrower or Guarantor) shall at any time hold any portion of the Loan (notwithstanding the fact that any assignments or participations to any such Person shall be null and void under Section 13.24 below and shall have no effect whatsoever), Administrative Agent shall not take into account or otherwise consider the interests of any such Person in connection with its actions hereunder. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI13. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the -169- Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code and (iiib) 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, for itself and on behalf of its affiliates, Lender hereby agrees to assert with respect to the Loan Documents and administration of the Loan, 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.. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of Borrower’s obligations hereunder), Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the obligations of Borrower; provided, however, that, notwithstanding anything in this Agreement to the contrary, Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or applicable law. Not in limitation of the foregoing, Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or Event of Default unless the Requisite Lenders have directed Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement or the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders. Section 13.2

Appointment; Nature of Relationship. JPMorgan Chase JPMCB 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. Each of Fleet National Bank, SunTrust Bank, Citicorp Leasing, Inc. and The Administrative Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " or "Syndication Agent", it is expressly understood and agreed that the Administrative no Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative 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 Administrative 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 9-102 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative 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. JPMorgan Chase Xxxxx Fargo Bank, National Association is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent Agent”) hereunder and under each other Loan Document, and each of the Lenders (for purposes of this Article, references to Lenders shall also mean each LC Issuer and the Swingline Lender) irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI10. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders xxxxxx 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.

Appointment; Nature of Relationship. JPMorgan Chase Credit Suisse First Boston 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities responsibility to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties duty to any of the LendersLender, (ii) is a “representative” representative of the Lenders within the meaning of Section 9-102 105 of the Illinois 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, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. Each Lender hereby appoints Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Syndication Agent and ABN AMRO as Documentation Agent. Neither the Syndication Agent nor the Documentation Agent, in its capacity as such, shall have any rights, duties or responsibilities hereunder or under any other Loan Document.

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

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

Appointment; Nature of Relationship. JPMorgan Chase JPMCB is 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code and as in effect from time to time in the State of New York (or any successor provision), (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 DocumentsDocuments and (iv) except as expressly set forth herein, shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Each of the Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives.. 110

Appointment; Nature of Relationship. JPMorgan Chase The Administrative Agent is appointed by the Lenders Purchasers and the Funding Agents as the Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Lenders Purchasers and the Funding Agents irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender Purchaser or Funding Agent with the rights and duties expressly set forth herein herein, in the Indenture and in the other Loan Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. V. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Purchaser by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders Purchasers with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the LendersPurchasers’ contractual representative, the Administrative Agent (ia) does not assume any fiduciary duties to any of the LendersPurchasers, (iib) is a “representative” of the Lenders Purchasers within the meaning of Section 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliates, Purchasers 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 Purchaser waives.

Appointment; Nature of Relationship. JPMorgan Chase (referred to in this Agreement except for this Article X, as the “Agent”) is hereby appointed by each of the Lenders as their contractual representative, the Administrative Singapore Correspondent Agent is hereby appointed by each of the Singapore Lenders as their contractual representative and the Netherlands Correspondent Lender is hereby appointed by each of the Netherlands Lenders as their contractual representative (each, collectively referred to in this Article X only, as the “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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois Uniform Commercial Code term “secured party” as defined in the UCC 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 Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank, N.A. is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the Administrative Agent “Agent”) hereunder and under each other 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders, (iib) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois term “secured party” as defined in the New York Uniform Commercial Code Code, 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 Documents. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The provisions of this Article are solely for the benefit of the Agent and the Lenders (including the Swingline Lender and the LC Issuer), and the Loan Parties shall not have rights as a third party beneficiary of any of such provisions.

Appointment; Nature of Relationship. JPMorgan Chase JPMCB is hereby appointed by each of the Lenders as the Administrative Agent its contractual representative 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. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article ARTICLE XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative 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 the term “secured party” as defined in Section 9-102 of the Illinois 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. Each of the Lenders, for itself and on behalf of its affiliates, Lenders hereby agrees to assert no claim against the Administrative Agent Agent, in its capacity as such, under or in connection with this Agreement or any other Loan Document on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMorgan Chase Bank One is appointed by the Lenders (each reference in this Article X to a Lender being in its capacity either as a Lender or the Issuing Lender, or any or all of the foregoing) as the Administrative Agent hereunder and under each other Loan DocumentDocument to which the Administrative Agent is a party, 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 such other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. X. Notwithstanding the use of the defined term “"Administrative Agent,” ", it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative Agent is merely acting as the 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, representative the Administrative Agent (i) does not assume any fiduciary duties to any of the Lenders, Person and (ii) is a “representative” of the Lenders within the meaning of Section 9-102 of the Illinois 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, for itself and on behalf of its affiliates, Lenders agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives.