Appointment; Nature of Relationship. [[administrative agent:Organization]] is hereby appointed by each of the [[Organization B:Organization]] as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the [[Organization B:Organization]] irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the [[Organization B:Organization]] with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the [[Organization B:Organization]]’ contractual representative, the Agent # does not hereby assume any fiduciary duties to any of the [[Organization B:Organization]], # is a “representative” of the [[Organization B:Organization]] within the meaning of Section 9-105 of the Uniform Commercial Code and # 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 [[Organization B:Organization]] hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. [[Administrative Agent:Organization]] is hereby appointed by each of [[Organization B:Organization]] as its contractual representative (herein referred to as the “Administrative Agent”) hereunder and under each other Loan Document, and each of [[Organization B:Organization]] 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 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 [[Organization B:Organization]] with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as [[Organization B:Organization]]’ contractual representative, the Administrative Agent # does not hereby assume any fiduciary duties to any of [[Organization B:Organization]], # is a “representative” of [[Organization B:Organization]] within the meaning of the term “secured party” as defined in the Illinois Uniform Commercial Code and # 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 [[Organization B:Organization]] 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 ​ hereby irrevocably appoints, designates and authorizes the [[Administrative Agent:Organization]] to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the [[Administrative Agent:Organization]] shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the [[Administrative Agent:Organization]] have or be deemed to have any fiduciary relationship with any ​ or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the [[Administrative Agent:Organization]]. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the [[Administrative Agent:Organization]] is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authority. Each of [[Organization B:Organization]] irrevocably appoints [[Administrative Agent:Organization]] to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than Sections 9.06 and 9.09(b)) are solely for the benefit of the Administrative Agent and [[Organization B:Organization]], and no Loan Party shall have rights as a third party beneficiary of any of such provisions. Each of the Secured Parties hereby acknowledges and confirms their agreement that the Administrative Agent is subject to certain Security Documents as agent for and on behalf of [[Organization B:Organization]] on the terms and conditions set forth in the applicable Security Documents.