Common use of Acknowledgments Clause in Contracts

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower hereby acknowledges that: (a) it The Employee acknowledges that the Company and its Affiliates have expended and will continue to expend substantial amounts of time, money and effort to develop business strategies, employee and customer relationships and goodwill to build an effective organization. The Employee acknowledges that the Company has been advised a legitimate business interest in and right to protect its Confidential Information, goodwill and employee and customer relationships, and that the Company would be seriously damaged by counsel in the negotiation, execution and delivery disclosure of this Agreement Confidential Information and the other Loan Documents;loss or deterioration of its customer and employee relationships. The Employee further acknowledges that the Company and its Affiliates are entitled to protect and preserve the going concern value of the Company to the extent permitted by law. (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes In light of this paragraphthe foregoing acknowledgments, the “Lenders”), may have economic interests Employee agrees that conflict with those the covenants contained in this Agreement are reasonable and properly required for the adequate protection of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in businesses and goodwill of the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Company and such Loan Party, its stockholders or its affiliates, on the otherAffiliates. The Loan Parties acknowledge Employee further acknowledges that, although the Employee’s compliance with the covenants contained in this Agreement may temporarily impact the Employee from earning a livelihood in a business similar to the business of the Company, the Employee’s experience and agree capabilities are such that (i) the transactions contemplated by Employee has other opportunities to earn a livelihood and adequate means of support for the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, Employee and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; andEmployee’s dependents. (c) no joint venture is created hereby or Prior to execution of this Agreement, the Employee was advised by the other Loan Documents or otherwise exists by virtue Company of the transactions contemplated hereby among Employee’s right to seek independent advice from an attorney of the Lenders Employee’s own selection regarding this Agreement. The Employee acknowledges that the Employee has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. The Employee further represents that, in entering into this Agreement, the Employee is not relying on any statements or among representations made by any of the Borrower Company’s directors, officers, employees or agents that are not expressly set forth herein, and that the LendersEmployee is relying only upon the Employee’s own judgment and any advice provided by the Employee’s attorney. (d) In light of the acknowledgements contained in this Section 9, the Employee agrees not to challenge or contest the reasonableness, validity or enforceability of any limitations and obligations contained in this Agreement.

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.” (e) each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower Each Obligor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Obligor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersObligors, on the one hand, and the Loan PartiesAdministrative Agent and Guaranteed Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Guaranteed Creditors or among the Borrower Obligors and the LendersGuaranteed Creditors. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.” (e) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Each Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Administrative Agent, Issuers or Lenders is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Administrative Agent, Issuers or Lenders have advised or are advising the Loan Parties on other matters, and the relationship between the Administrative Agent, Issuers and Lenders, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Administrative Agent, Issuers and Lenders, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Administrative Agent, Issuers and Lenders, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Administrative Agent, Issuers and Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Administrative Agent, Issuers and Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each Administrative Agent, each Issuer and Lender has been, is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Affiliates or any other Person, (g) none of the Administrative Agent, Issuers or Lenders has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Administrative Agent, Issuer or Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Administrative Agent, Issuers or Lenders or among the Borrower Loan Parties and the Administrative Agent, Issuers or Lenders.

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the LendersSecured Parties. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiationEach Agent, execution and delivery each Letter of this Agreement and the other Loan Documents; (b) each AgentCredit Issuer, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 13.14, the “Lenders”), ) may have economic interests that conflict with those of the Loan PartiesParent Guarantors, the Borrower and their Subsidiaries, their respective stockholders and/or their affiliatesrespective affiliates (collectively, solely for purposes of this Section 13.14, the “Credit Parties”). Each Loan Credit Party hereby acknowledges and agrees that that: (a) nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Credit Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that ; (b) (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Credit Party, its management, stockholders, creditors or any other Person; and (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Parent Guarantors, the Borrower and the Lenders. Each Loan Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Credit Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (aa)(i) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Agents and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Arrangers are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAgents and the Arrangers, on the otherother hand, (ii) each of the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) each of the Agents and the Arrangers are and have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (ii) in connection therewith and with none of the process leading thereto, (x) no Lender Agents nor the Arrangers has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (c) the Agents and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agents nor the Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates; and (yd) each Lender of the Agents and the Arrangers (i) is acting solely a full service securities or banking firm engaged in securities trading and brokerage activities as principal well as providing investment banking and not as other financial services, (ii) in the agent ordinary course of business, may provide investment banking and other financial services to, and/or acquire, hold or fiduciary of any Loan Partysell, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted for its own legal accounts and the accounts of customers, equity, debt and other securities and financial advisors to instruments (including bank loans and other obligations) of, the extent it deemed appropriate Borrower and that it is responsible for making its own independent judgment other companies with which the Borrower may have commercial or other relationships and (iii) with respect to any securities and/or financial instruments so held by the Agents or the Arrangers or any of their respective customers, all rights in respect of such transactions securities and financial instruments, including any voting rights, will be exercised by the process leading theretoholder of the rights, in its sole discretion. Each To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby agrees that it will not to assert any claim that any Lender has rendered advisory services of Agent or either Arranger owes it any nature or respectagency, or owes a fiduciary or similar duty to and agrees no such Loan Party, duty is owed in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower Each Loan Party hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Loan Parties on other matters, and the relationship between the Credit Parties, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each AgentCredit Party has been, each Lender is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its their affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Documents Parties or any such affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Credit Parties or among the Borrower Loan Parties and the LendersCredit Parties.

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents to which it is a party and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents to which it is a party; that it has in fact read this Agreement and the other Loan Documents to which it is a party and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement and the other Loan Documents to which it is a party; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents to which it is party; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents to which it is a party; and that it recognizes that certain of the terms of this Agreement and other Loan Documents to which it is a party result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each Grantor agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement or the other Loan Documents to which it is a party on the basis that such Grantor had no notice or knowledge of such provision or that the provision is not “conspicuous”. (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against any other Grantor, the Administrative Agent, the other Secured Parties or any other Person or against any Collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. (a) The Borrower hereby acknowledges terms and conditions agreed between the Employee and the Employer herein relate only to the Employee’s Salary Packaging Agreements. (b) It is acknowledged and accepted by the Employee that the Employer is not liable for taxation or any other liabilities, judgments, penalties or outcomes suffered or incurred by the Employee as a result of entering into this agreement and the Salary Packaging Agreements. (c) The Employee indemnifies the Employer in respect of any taxation or any other liabilities, judgments, penalties or outcomes that the Employer may suffer or incur as a result of entering into this agreement and the Salary Packaging Agreements. (d) It is acknowledged and accepted by the Employee that the Supplier is not liable for taxation or any other liabilities, judgments, penalties or outcomes suffered or incurred by the Employee as a result of entering into this agreement and the Salary Packaging Agreements. The acknowledgment and acceptance in this clause does not include taxation or any other liabilities, judgments, penalties or outcomes suffered or incurred by the Employee in connection with any act or omission of the Supplier other than in the course of performing its obligations as Supplier under the Standing Offer Arrangement, or in connection with any negligent or wilful act or omission of the Supplier. (e) It is acknowledged and accepted by the Employee that all claims, damages, costs and expenses which may be paid, suffered or incurred by the Employer in respect of Employee’s Salary Packaging Agreements, including FBT liabilities, and Administration Fees will be made good at the Employee’s expense and may be deducted from any salary payable by the Employer to the Employee or other monies due or becoming due to the Employee. (f) It is acknowledged and accepted by the Employee that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by Employer and the Loan Documents (including the exercise Supplier do not assume any liability as a result of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handfacilitating a payment to a third party, and are not acting as agents of the Loan Parties, on Employee or trustees for the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoEmployee; and (cii) no joint venture it is created hereby not the Employer’s responsibility to inform the Employee regarding the FBT impact of any fringe benefit provided, nor to predict and/or advise Employees of any emerging issues which may give rise to the existence of, or by changes in the other Loan Documents value of, fringe benefits that may or otherwise exists by virtue of may not affect the transactions contemplated hereby among the Lenders or among the Borrower and the LendersEmployee’s Salary Packaging Agreements.

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the LendersSecured Parties. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents to which it is a party and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents to which it is a party; that it has in fact read this Agreement and the other Loan Documents to which it is a party and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement and the other Loan Documents to which it is a party; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents to which it is party; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents to which it is a party; and that it recognizes that certain of the terms of this Agreement and other Loan Documents to which it is a party result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each Grantor agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement or the other Loan Documents to which it is a party on the basis that such Grantor had no notice or knowledge of such provision or that the provision is not “conspicuous”. (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against any other Grantor, the Administrative Agent, the other Secured Parties or any other Person or against any Collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower hereby acknowledges that: + I (awe) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those acknowledge receipt of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in final Prospectus of the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, fund and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties further acknowledge and agree that that: (i) the transactions contemplated by Prospectus is printed in English and that I (we) have read and understand the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and Prospectus; (ii) I am (we are) entering into an investment in connection therewith the fund relying solely on the terms and with conditions of the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly offering as set forth in the Loan Documents Prospectus and in this Subscription Agreement; and (yiii) each Lender I (we) agree to abide by the terms and conditions of the Prospectus, as may be amended from time to time. + I (we) acknowledge the following: the fund is acting solely an illiquid investment and is suitable only for investors who can bear the risks associated with the limited liquidity of the fund and should be viewed as principal a long-term investment; the fund will ordinarily declare and pay dividends from its net investment income. However, the amount of distributions that the fund may pay, if any, is uncertain. + I (we) or an adviser or consultant I (we) relied upon in reaching a decision to subscribe have such knowledge and experience in financial, tax and business matters as to enable me (us) or such adviser or consultant to evaluate the merits and risks of an investment in the fund and to make an informed investment decision with respect thereto. (I am (we are) not as relying upon the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible fund’s investment advisers for making its own independent judgment guidance with respect to such transactions tax or other legal considerations.) + I am (we are) permitted by applicable law and regulation to make an investment in the process leading theretofund, and I (we) have satisfied any special suitability or other applicable requirements of my (our) state or country of residence and/or the state or country of residence in which the subscription occurs. Each Loan Party agrees + I (we) acknowledge that it will not claim neither the fund nor its advisers have solicited my (our) investment in the fund. + I (we) understand and acknowledge that any Lender has rendered advisory services an investment in the fund may subject me (us) to US taxation (the amount of any nature tax liability will depend on a number of factors), and I (we) should obtain my (our) own advice as to whether I (we) will be liable for any US tax as a result of an investment in the fund. + I (we) acknowledge that the fund reserves the right, in its absolute discretion, to reject this and any other subscription, in whole or respectin part. + If signing on behalf of a legal entity, I (we) certify: I am an (we are) authorized representative(s) of the entity, and I (we) understand that DST Systems, Inc. will use this document for the purpose of verifying the identity of the beneficial owners and control person as required by federal law. I (we) hereby certify, to the best of my (our) knowledge, that the information provided in the table in Section 3E is complete and correct. + I (we) certify under penalties of perjury that: 1. The number shown on this application is my (our) correct Taxpayer Identification Number, and 2. I am (we are) not subject to backup withholding because: (a) I am (we are) exempt from backup withholding, or owes (b) I (we) have not been notified by the Internal Revenue Service (IRS) that I am (we are) subject to backup withholding as a fiduciary result of a failure to report all interest or similar duty to such Loan Partydividends, in connection with such transaction or the process leading thereto; and (c) the IRS has notified me that I am (we are) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.longer subject to backup withholding, and

Acknowledgments. The Borrower (a) Each Grantor hereby agrees and acknowledges that: (ai) each Lender and its respective Affiliates (collectively, solely for purposes of this Section 10.13, the “Lenders”) may have economic interests that conflict with those of the Grantor; (ii) the transactions with the Lenders contemplated by the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and the applicable Grantors, on the other; (iii) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (biv) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the any Loan Documents Document, any Secured Hedge Agreement or otherwise any Secured Cash Management Agreement will be deemed to create an advisory, fiduciary or agency relationship advisory or fiduciary relationship between the Lenders and the Grantors, their partners or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that their Affiliates; (iv) in connection with the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the fiduciary of any Borrower Party, or of any Borrower Party’s management, partners, creditors or other Affiliates; (xvi) no Lender has assumed an advisory or a fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates Grantor with respect to the transactions with Lenders contemplated hereby (by the Loan Documents, any Secured Hedge Agreement or the exercise of rights or remedies with respect thereto) any Secured Cash Management Agreement or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise any Loan Party, its stockholders or its Affiliates Borrower Party on other matters); (vii) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it such Person has consulted its own legal and financial advisors to the extent it deemed appropriate and that appropriate; (viii) it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that ; and (ix) it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, Person in connection with such transaction the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or the process leading thereto. (b) EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; andTHAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” (c) no joint venture is created hereby Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or by the other Loan Documents right waived may diminish, destroy or otherwise exists by virtue adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the transactions contemplated hereby among parties that the Lenders terms of this Agreement shall control in any and all circumstances, any such waivers or among consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the Borrower and the Lendersmaximum extent permitted by law.

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not "conspicuous." (e) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower Guarantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to the Guarantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGuarantor, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Guarantor and the Lenders. (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.” (e) the Guarantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which the Guarantor otherwise may have against the Borrower, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree party hereby acknowledges that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and no party has any fiduciary relationship with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect duty to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent party arising out of or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretothis Agreement; and (cii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders parties hereto; (iii) no other party is acting as a fiduciary or among financial or investment advisor for it; (iv) it is not relying upon any representations (whether written or oral) of any other party; (v) no other party has given to it (directly or indirectly through any other Person) any advice, counsel, assurance, guarantee, or representation whatsoever as to the Borrower expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement; (vi) it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary, and not upon any view expressed by the other party; (vii) all trading decisions have been the result of arm’s length negotiations between the parties; (viii) it has a duty to read the Trade Documents and agrees that it is charged with notice and knowledge of the terms of the Trade Documents; that it has in fact read the Trade Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof and (ix) it is entering into this Agreement with a full understanding of all of the risks hereof (economic and otherwise) and it is capable of assuming and willing to assume (financially and otherwise) those risks. (b) Without limiting the applicability of any other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy Code”) (including Sections 362, 546, 556, and 560 thereof and the Lendersapplicable definitions in Section 101 thereof), the parties intend that the transactions contemplated by this Agreement will constitute “forward contracts” or “swap agreements” as defined in Section 101 of the Bankruptcy Code, and that the parties are entitled to the rights under, and protections afforded by, Sections 362, 546, 556, and 560 of the Bankruptcy Code. (c) Each party represents to the other party that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act, Section 1a(12).

Acknowledgments. The Borrower Each Guarantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGuarantors, on the one hand, and the Loan PartiesAdministrative Agent and Guaranteed Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Guaranteed Creditors or among the Borrower Guarantors and the LendersGuaranteed Creditors. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower Each of Holdings, Intermediate Holdings and the Borrowers hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Lenders is intended to be or has been advised created in respect of any of the transactions contemplated by counsel in the negotiation, execution and delivery of this Agreement and or the other Loan Documents; (b) each Agent, each irrespective of whether any Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each has advised or is advising any Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or on other implied duty between any Lender, on the one handmatters, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lenders, on the one hand, and (ii) in connection therewith and with the process leading theretoLoan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Lenders, (xc) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their Affiliates or any other person, (g) no Lender has assumed an advisory any obligation to the Loan Parties or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Loan Parties and the Lenders.

Acknowledgments. The Each of US Holdings and the Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are an arm’s-length commercial transactions transaction between US Holdings and the LendersBorrower, on the one hand, and the Loan PartiesAdministrative Agent, the Posting Agent, the Letter of Credit Issuer, the Lenders and the other Agents on the otherother hand, and US Holdings, the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent, the Posting Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any of US Holdings, the Borrower, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (xiii) no Lender neither the Administrative Agent, the Posting Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of US Holdings, the Borrower or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent, the Posting Agent or any other Agent has advised or is currently advising US Holdings, the Borrower, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent, the Posting Agent or other Agent has any obligation to US Holdings, the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; (iv) the Administrative Agent, the Posting Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of US Holdings, the Borrower and their respective Affiliates, and neither the Administrative Agent, the Posting Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principal neither the Administrative Agent, the Posting Agent nor any other Agent has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Credit Document) and agrees that it US Holdings and the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions appropriate. US Holdings and the process leading thereto. Each Loan Party agrees that it will Borrower agree not to claim that the Administrative Agent, the Posting Agent or any Lender other Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyUS Holdings, the Borrower or any other Affiliates, in connection with such transaction the transactions contemplated hereby or the process leading thereto; andhereto. (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower US Holdings and the LendersBorrower, on the one hand, and any Lender, on the other hand.

Acknowledgments. The Borrower Each Obligor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsTransaction Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Subordinated Noteholder Representative nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Obligor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handTransaction Documents, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersObligors, on the one hand, and the Loan PartiesSubordinated Noteholder Representative and Guaranteed Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Transaction Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Guaranteed Creditors or among the Borrower Obligors and the LendersGuaranteed Creditors. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Documents and the other Transaction Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Documents and the other Transaction Documents; that it has in fact read this Agreement, the Security Documents and the other Transaction Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Documents; and has received the advice of its attorney in entering into this Agreement and the Security Documents; and that it recognizes that certain of the terms of this Agreement and the Security Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower Company hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Administrative Agent, Collateral Agent or Lenders is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Administrative Agent, Collateral Agent or Lenders have advised or are advising the Loan Parties on other matters, and the relationship between the Administrative Agent, Collateral Agent and Lenders, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Administrative Agent, Collateral Agent and Lenders, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Administrative Agent, Collateral Agent and Lenders, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Administrative Agent, Collateral Agent and Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Administrative Agent, Collateral Agent and Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each Administrative Agent, each Collateral Agent and Lender has been, is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Affiliates or any other Person, (g) none of the Administrative Agent or Lenders has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Administrative Agent or Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Administrative Agent, Collateral Agent or Lenders or among the Borrower Loan Parties and the Administrative Agent, Collateral Agent or Lenders.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (aa)(i) it has been advised by counsel in the negotiation, execution and delivery of services regarding this Agreement provided by the Agents and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Sole Lead Arranger are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAgents and the Sole Lead Arranger, on the otherother hand, (ii) each of the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Agents and the Sole Lead Arranger are and have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (ii) in connection therewith the Agents and with the process leading thereto, (x) Sole Lead Arranger have no Lender has assumed an advisory obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (c) the Agents and the Sole Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and the Agents and the Sole Lead Arranger have no obligation to disclose any of such interests to the Borrower or any of its Affiliates; and (yd) each Lender of the Agents and the Sole Lead Arranger (i) is acting solely a full service securities or banking firms engaged in securities trading and brokerage activities as principal well as providing investment banking and not as other financial services, (ii) in the agent ordinary course of business, may provide investment banking and other financial services to, and/or acquire, hold or fiduciary of any Loan Partysell, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted for its own legal accounts and the accounts of customers, equity, debt and other securities and financial advisors to instruments (including bank loans and other obligations) of, the extent it deemed appropriate Borrower and that it is responsible for making its own independent judgment other companies with which the Borrower may have commercial or other relationships and (iii) with respect to such transactions any securities and/or financial instruments so held by the Agents and the process leading theretoSole Lead Arranger and their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. Each To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby agrees that it will not to assert any claim that the either Agent or the Sole Lead Arranger owes it any Lender has rendered advisory services of any nature or respectagency, or owes a fiduciary or similar duty to and agrees no such Loan Party, duty is owed in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are an arm’s-length commercial transactions transaction between the LendersBorrower, on the one hand, and the Loan PartiesAdministrative Agent, the L/C Issuer, the Lenders, the Joint Lead Arrangers and the other Agents on the otherother hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent, the Joint Lead Arrangers and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any of the Borrower, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (xiii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrower or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or any other Agent has advised or is currently advising the Borrower, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent has any obligation to the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; (iv) the Administrative Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principal neither the Administrative Agent nor any other Agent has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Credit Document) and agrees that it the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect appropriate. The Borrower agrees not to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that the Administrative Agent or any Lender other Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partythe Borrower or any other Affiliates, in connection with such transaction the transactions contemplated hereby or the process leading thereto; andhereto. (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Borrower, on the one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty to the Borrower or its affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised by counsel that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each AgentCredit Party has been, each Lender is, and their Affiliates will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its affiliates or any other Person, (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those g) none of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Credit Parties has any obligation to the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders Borrower or its affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Documents Borrower or any such affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Credit Parties or among the Borrower and the LendersCredit Parties.

Acknowledgments. The Borrower In connection with all aspects of each transaction contemplated hereby acknowledges that: (a) it has been advised by counsel including in the negotiationconnection with any amendment, execution and delivery waiver or other modification hereof or of this Agreement any other Loan Document), each of Holdings, and the other Loan Documents; (b) each Agent, each Lender Borrower acknowledges and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handagrees, and such Loan Partyacknowledges its Affiliates’ understanding, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that that: (i) (A) the transactions contemplated arranging and other services regarding this Agreement provided by the Loan Documents (including Administrative Agent and the exercise of rights and remedies hereunder and thereunder) Arranger are arm’s-length commercial transactions between Holdings, the LendersBorrower and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent and the Arranger, on the otherother hand, (B) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Holdings, and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger are and have been acting solely as a principal and, except as expressly agreed in connection therewith writing by the relevant parties, has not been, is not, and with the process leading theretowill not be acting as an advisor, (x) no Lender has assumed an advisory agent or fiduciary responsibility in favor for Holdings, the Borrower or any of their respective Affiliates, or any Loan Partyother Person and (B) neither the Administrative Agent nor the Arranger has any obligation to Holdings, its stockholders the Borrower or its affiliates any of their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal the Administrative Agent and not as the agent or fiduciary Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and their respective Affiliates, and neither the Administrative Agent nor the Arranger has any Loan Partyobligation to disclose any of such interests to Holdings, its management, stockholders, creditors the Borrower or any other Personof their respective Affiliates. Each Loan Party acknowledges To the fullest extent permitted by law, each of Holdings, and agrees the Borrower hereby waives and releases any claims that it has consulted its own legal may have against the Administrative Agent and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Arranger with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (a) it (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Agent, Joint Lead Arranger, any Issuing Lender, any Swingline Lender or any Lender is intended to be or has been advised created in respect of the transactions contemplated hereby or by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each , irrespective of whether any Agent, each Joint Lead Arranger, any Issuing Lender, any Swingline Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and their Affiliates (collectively, solely for purposes of other services regarding this paragraphAgreement provided by the Agents, the “Joint Lead Arrangers, the Issuing Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Swingline Lenders and the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Lenders are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAgents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and the Lenders, on the otherother hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) in connection therewith none of the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and with the process leading thereto, (x) no Lender Lenders has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and not as the agent Lenders and their respective Affiliates may be engaged, for their own accounts or fiduciary the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and the Lenders has any Loan Partyobligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, its management, stockholders, creditors or the Borrower hereby waives and releases any other Person. Each Loan Party acknowledges and agrees claims that it has consulted its own legal may have against the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Lenders with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecond-Out Credit Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, i) neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Collateral Agent nor any other Agent or Second-Out Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyPledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Second-Out Credit Document (irrespective of whether the Collateral Agent or any other Agent or Second-Out Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Collateral Agent or other Agent or Second-Out Secured Party has any obligation to any of the Pledgors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Second-Out Credit Documents; (ii) the Collateral Agent and its Affiliates, each other Agent and each other Second-Out Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgors and their respective Affiliates, and neither the Collateral Agent nor any other Agent or Second-Out Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal neither the Collateral Agent nor any other Agent or Second-Out Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Partyother Second-Out Credit Document) and the Pledgors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party Pledgor agrees that it will not claim that the Collateral Agent or any Lender other Agent or Second-Out Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyPledgor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Second-Out Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Second-Out Lenders, the Agents and any other Second-Out Secured Party or among the Borrower Pledgors and the Second-Out Lenders, the Agents and any other Second-Out Secured Party.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings, and the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (aa)(i) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Administrative Agent and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Arrangers are arm’s-length commercial transactions between Holdings, the LendersBorrower and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent and the Arrangers, on the otherother hand, (ii) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of Holdings, and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent and the Arrangers are and have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Holdings, the Borrower or any of their respective Affiliates, or any other Person and (ii) in connection therewith and with neither the process leading theretoAdministrative Agent nor any Arranger has any obligation to Holdings, (x) no Lender has assumed an advisory the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yc) each Lender is acting solely as principal the Administrative Agent and not as the agent or fiduciary Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and their respective Affiliates, and neither the Administrative Agent nor any Loan PartyArranger has any obligation to disclose any of such interests to Holdings, its management, stockholders, creditors the Borrower or any other Personof their respective Affiliates. Each Loan Party acknowledges To the fullest extent permitted by law, each of Holdings, and agrees the Borrower hereby waives and releases any claims that it has consulted its own legal may have against the Administrative Agent and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Arrangers with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Each of Holdings and the Borrower hereby acknowledges that: : (aA) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Agents, the Joint Lead Arrangers and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Lenders are arm’s-length commercial transactions between the LendersBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Loan PartiesAgents, the Joint Lead Arrangers and the Lenders, on the otherother hand, (B) each of the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agents, the Joint Lead Arrangers and the Lenders are and have been acting solely as a principal and, except as expressly agreed in connection therewith writing by the relevant parties, has not been, is not, and with will not be acting as an advisor, agent or fiduciary for the process leading theretoBorrower, any other Loan Party or any of their respective Affiliates, or any other Person and (xB) no neither any Agent, any Joint Lead Arranger nor any Lender has assumed an advisory any obligation to the Borrower, any other Loan Party or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan PartyAgents, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions Joint Lead Arrangers and the process leading thereto. Each Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Party agrees that it will not claim that Parties and their respective Affiliates, and neither any Agent, any Joint Lead Arranger nor any Lender has rendered advisory services any obligation to disclose any of such interests to the Borrower, any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents Party or otherwise exists any of their respective Affiliates. To the fullest extent permitted by virtue law, each of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersother Loan Parties hereby waives and releases any claims that it may have against the Agents, the Joint Lead Arrangers and the Lenders with respect to any breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel The Credit Parties acknowledge and agree, and acknowledge their Subsidiaries’ understanding, that no Lender Party will have any obligations except those obligations expressly set forth herein and in the negotiationother Credit Documents and each Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Credit Parties with respect to the Credit Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, execution and delivery or an agent of, the Credit Parties or any other person. The Credit Parties agree that they will not assert any claim against any Lender Party based on an alleged breach of fiduciary duty by such Lender Party in connection with this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphtransactions contemplated hereby. Additionally, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Credit Parties acknowledge and agree that (i) no Lender Party is advising the Credit Parties as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Credit Parties shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated by herein or in the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handother Credit Documents, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) Lender Parties shall have no Lender has assumed an advisory responsibility or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect liability to the transactions contemplated hereby (or the exercise of rights or remedies Credit Parties with respect thereto. (b) The Credit Parties further acknowledge and agree, and acknowledge their Subsidiaries’ understanding, that each Lender Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the process leading thereto (irrespective ordinary course of whether business, any Lender has advisedParty may provide investment banking and other financial services to, is currently advising and/or acquire, hold or will advise sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Credit Parties and other companies with which the Credit Parties may have commercial or other relationships. With respect to any Loan Party, its stockholders or its Affiliates on other matters) securities and/or financial instruments so held by any Lender Party or any other obligation to any Loan Party except the obligations expressly set forth of its customers, all rights in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary respect of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal such securities and financial advisors to instruments, including any voting rights, will be exercised by the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and holder of the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyrights, in connection with such transaction or the process leading thereto; andits sole discretion. (c) no joint venture is created hereby In addition, the Credit Parties acknowledge and agree, and acknowledge their Subsidiaries’ understanding, that each Lender Party and its affiliates may be providing debt financing, equity capital or by other services (including financial advisory services) to other companies in respect of which the other Loan Documents or otherwise exists Credit Parties may have conflicting interests regarding the transactions described herein and otherwise. No Lender Party will use confidential information obtained from the Credit Parties by virtue of the transactions contemplated hereby among by the Lenders Credit Documents or among its other relationships with the Borrower Credit Parties in connection with the performance by such Lender Party of services for other companies, and no Lender Party will furnish any such information to other companies. The Credit Parties also acknowledge that no Lender Party has any obligation to use in connection with the Lenderstransactions contemplated by the Credit Documents, or to furnish to the Credit Parties, confidential information obtained from other companies.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (aa)(i) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Syndication Agents are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAdministrative Agent, the Arrangers and the Syndication Agents, on the otherother hand, (ii) each of the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) each of the Administrative Agent, the Arrangers and the Syndication Agents are and have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (ii) in connection therewith and with none of the process leading theretoAdministrative Agent, (x) no Lender the Arrangers or the Syndication Agents has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (c) the Administrative Agent, the Arrangers and the Syndication Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers or the Syndication Agents has any obligation to disclose any of such interests to the Borrower or any of its Affiliates; and (yd) each Lender of the Administrative Agent, the Arrangers and the Syndication Agents (i) is acting solely a full service securities or banking firm engaged in securities trading and brokerage activities as principal well as providing investment banking and not as other financial services, (ii) in the agent ordinary course of business, may provide investment banking and other financial services to, and/or acquire, hold or fiduciary of any Loan Partysell, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted for its own legal accounts and the accounts of customers, equity, debt and other securities and financial advisors to instruments (including bank loans and other obligations) of, the extent it deemed appropriate Borrower and that it is responsible for making its own independent judgment other companies with which the Borrower may have commercial or other relationships and (iii) with respect to any securities and/or financial instruments so held by the Administrative Agent, the Arrangers, the Syndication Agents or any of their respective customers, all rights in respect of such transactions securities and financial instruments, including any voting rights, will be exercised by the process leading theretoholder of the rights, in its sole discretion. Each To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby agrees that it will not to assert any claim that the Administrative Agent, any Lender has rendered advisory services of Arranger or any nature or respectSyndication Agent owes it any agency, or owes a fiduciary or similar duty to and agrees no such Loan Party, duty is owed in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecured Debt Documents to which it is a party; (bi) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Administrative Agent nor any other Agent or Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyPledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Secured Debt Document (irrespective of whether the Administrative Agent or any other Agent or Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent or Secured Party has any obligation to any of the Pledgors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Secured Debt Documents; (ii) the Administrative Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgors and their respective Affiliates, and neither the Administrative Agent nor any other Agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal neither the Administrative Agent nor any other Agent or Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Partyother Secured Debt Document) and the Pledgors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party Pledgor agrees that it will not claim that the Administrative Agent or any Lender other Agent or Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyPledgor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Secured Debt Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Lenders, the Agents and any other Secured Party or among the Borrower Pledgors and the Lenders, the Agents and any other Secured Party.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) in connection with all aspects of each Agenttransaction contemplated hereby (including in connection with any amendment, each Lender and their Affiliates (collectively, solely for purposes waiver or other modification hereof or of this paragraphany other Loan Document), the “Lenders”Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (x) (i) no fiduciary, may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary advisory or agency relationship or fiduciary or other implied duty between the Borrower and its Subsidiaries, any Lead Arranger, the Administrative Agent, any Issuing Lender, on the one hand, and such Loan Party, its stockholders any Swing Line Lender or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents Documents, irrespective of whether any Lead Arranger, the Administrative Agent, any Issuing Lender, any Swing Line Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (including ii) the exercise of rights arranging and remedies hereunder other services regarding this Agreement provided by the Arranger, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and thereunder) the Lenders are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesLead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and the Lenders, on the otherother hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (y) (i) the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) in connection therewith none of the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and with the process leading thereto, (x) no Lender Lenders has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and not as the agent Lenders and their respective Affiliates may be engaged, for their own accounts or fiduciary the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the LeadArrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and the Lenders has any Loan Partyobligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, its management, stockholders, creditors or the Borrower hereby waives and releases any other Person. Each Loan Party acknowledges and agrees claims that it has consulted its own legal may have against any of the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Lenders with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading theretocontemplated hereby; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lead Arrangers, the Bookrunners, the Co-Manager, the Administrative Agent and the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent(i) no fiduciary, each advisory or agency relationship between it and any Arranger, Agent or Lender and their Affiliates (collectively, solely for purposes is intended to be or has been created in respect of this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the other Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by hereby or thereby, irrespective of whether such Arranger, Agent or Lender is advising the Loan Documents Borrower on other matters, (including the exercise of rights and remedies hereunder and thereunderii) are arm’s-length commercial transactions between the Lenderssuch parties, on the one hand, and the Loan PartiesBorrower, on the otherother hand, have an arms’ length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty on the part of such parties, (iii) the Borrower is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (iv) the Borrower has been advised that such parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that such parties have no obligation to disclose such interests and transactions to the Borrower by virtue of any fiduciary, advisory or agency relationship, and (iiv) in connection therewith and with the process leading theretoBorrower waives, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (fullest extent permitted by law, any claims it may have against such parties for breach of fiduciary duty or the exercise alleged breach of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges duty and agrees that it such parties shall have no liability (whether direct or indirect) to the Borrower in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Borrower, including the Borrower’s stockholders, employees or creditors; (c) None of the Arranger, Agent or Lenders is advising the Borrower as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Borrower has consulted with its own legal advisors concerning such matters and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment investigation and appraisal of the transactions contemplated by this Agreement, and such parties shall have no responsibility or liability to the Borrower with respect thereto. Any review by such parties of the transactions contemplated by this Agreement or other matters relating to such transactions will be performed solely for the benefit of such parties and shall not be on behalf of the process leading thereto. Each Loan Party agrees that it will not claim that Borrower or any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoits Affiliates; and (cd) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arranger, the Agents and the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower Each of Holdings and the Borrowers hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Lenders is intended to be or has been advised created in respect of any of the transactions contemplated by counsel in the negotiation, execution and delivery of this Agreement and or the other Loan Documents; (b) each Agent, each irrespective of whether any Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each has advised or is advising any Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or on other implied duty between any Lender, on the one handmatters, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lenders, on the one hand, and (ii) in connection therewith and with the process leading theretoLoan Parties, on the other hand, have an arm's length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Lenders, (xc) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties' interests and that the Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their Affiliates or any other person, (g) no Lender has assumed an advisory any obligation to the Loan Parties or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Loan Parties and the Lenders.

Acknowledgments. The Borrower Each of Holdings and the Borrowers hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Lenders is intended to be or has been advised created in respect of any of the transactions contemplated by counsel in the negotiation, execution and delivery of this Agreement and or the other Loan Documents; (b) each Agent, each irrespective of whether any Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each has advised or is advising any Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or on other implied duty between any Lender, on the one handmatters, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lenders, on the one hand, and (ii) in connection therewith and with the process leading theretoLoan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Lenders, (xc) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their Affiliates or any other person, (g) no Lender has assumed an advisory any obligation to the Loan Parties or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Loan Parties and the Lenders.

Acknowledgments. The Borrower hereby acknowledges that: + I (awe) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those acknowledge receipt of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in final Prospectus of the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, fund and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties further acknowledge and agree that that: (i) the transactions contemplated by Prospectus is printed in English and that I (we) have read and understand the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and Prospectus; (ii) I am (we are) entering into an investment in connection therewith the fund relying solely on the terms and with conditions of the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly offering as set forth in the Loan Documents Prospectus and in this Subscription Agreement; and (yiii) each Lender I (we) agree to abide by the terms and conditions of the Prospectus, as may be amended from time to time. + I (we) acknowledge the following: the fund is acting solely an illiquid investment and is suitable only for investors who can bear the risks associated with the limited liquidity of the fund and should be viewed as principal a long-term investment; the fund will ordinarily declare and pay dividends from its net investment income. However, the amount of distributions that the fund may pay, if any, is uncertain. + I (we) or an adviser or consultant I (we) relied upon in reaching a decision to subscribe have such knowledge and experience in financial, tax and business matters as to enable me (us) or such adviser or consultant to evaluate the merits and risks of an investment in the fund and to make an informed investment decision with respect thereto. (I am (we are) not as relying upon the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible fund’s investment advisers for making its own independent judgment guidance with respect to such transactions tax or other legal considerations.) + I am (we are) permitted by applicable law and regulation to make an investment in the process leading theretofund, and I (we) have satisfied any special suitability or other applicable requirements of my (our) state or country of residence and/or the state or country of residence in which the subscription occurs. Each Loan Party agrees + I (we) acknowledge that it will not claim neither the fund nor its advisers have solicited my (our) investment in the fund. + I (we) understand and acknowledge that any Lender has rendered advisory services an investment in the fund may subject me (us) to US taxation (the amount of any nature or respecttax liability will depend on a number of factors), or owes and I (we) should obtain my (our) own advice as to whether I (we) will be liable for any US tax as a fiduciary or similar duty to such Loan Partyresult of an investment in the fund. + I (we) acknowledge that the fund reserves the right, in connection with such transaction its absolute discretion, to reject this and any other subscription, in whole or the process leading thereto; and in part. + If signing on behalf of a legal entity, I (cwe) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue certify: I am an (we are) authorized representative(s) of the transactions contemplated entity, and I (we) understand that DST Systems, Inc. will use this document for the purpose of verifying the identity of the beneficial owners and control person as required by federal law. I (we) hereby among certify, to the Lenders or among best of my (our) knowledge, that the Borrower and the Lenders.information provided in previous subscription materials is still accurate. + I (we) certify under penalties of perjury that:

Acknowledgments. The Borrower hereby Buyer acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery that none of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan PartySeller, its stockholders affiliates or its affiliatesany of their respective officers, directors, partners, members, employees, equityholders, controlling persons, agents or representatives or any Person acting on the other. The Loan Parties acknowledge and agree that their behalf, makes or has made any representation or warranty (either express or implied) with respect to, nor shall any of them have any responsibility with respect to, (i) the transactions contemplated by the Loan Documents accuracy, adequacy or completeness of any information (including the exercise whether oral or written) heretofore or hereafter provided or made available to Buyer, its affiliates or any of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenderstheir respective officers, directors, partners, members, employees, equityholders, controlling persons, agents or representatives or any Person acting on the one hand, and the Loan Parties, on the other, and their behalf or (ii) the solvency, financial condition, fair market value, business operations or financial statements of any Partnership or any underlying portfolio company or portfolio investment of any Partnership. Buyer acknowledges that Seller and its affiliates have not given Buyer any investment advice and that the Adjusted Purchase Price may be more or less than the fair market value of the applicable Interests. Buyer is acquiring the Interests for ▇▇▇▇▇’s own account, for investment and not with a view to the distribution or resale thereof, except in connection therewith compliance with, or pursuant to an exemption under, the 1933 Act and state or non-U.S. securities laws. Buyer is a sophisticated and experienced investor, has evaluated the merits and risks of purchasing the Interests on the terms set forth in this Purchase Agreement on its own, and has relied (and shall rely) solely upon its own investigation and analysis and the express representations and warranties set forth in Paragraph 5. Buyer has such knowledge and experience in financial and business matters and in making investments of this type that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of purchasing the Interests on the terms set forth in this Purchase Agreement and assuming the liabilities and obligations with the process leading respect thereto, and is able to bear the economic risks of purchasing the Interests, including the possibility of complete loss with respect thereto. In entering into this Purchase Agreement and the transactions contemplated hereby, ▇▇▇▇▇ has not relied upon (xand shall not rely upon) no Lender has assumed an advisory any statement, representation or fiduciary responsibility in favor of warranty (whether express or implied), or other information or materials (whether oral or written) made or provided by any Loan PartyPerson, including, without limitation, made or provided by Seller, its stockholders affiliates or its affiliates any of their respective officers, directors, partners, members, employees, equityholders, controlling persons, agents or representatives or any Person acting on Seller’s behalf, except for the express representations and warranties made by Seller and contained in Paragraph 5 of this Purchase Agreement. Without limiting the foregoing, Buyer (A) has had access to such information regarding the business and finances of the Partnerships and such other matters with respect to the transactions contemplated hereby (or Partnerships and the exercise Interests as a reasonable person would consider in evaluating the Transactions, including, in particular, all information necessary to determine the fair market value of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advisedInterests, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (yB) each Lender has been furnished with all materials that it considers relevant to the investment being made in completing the Transactions. Buyer is an Accredited Investor and a “qualified purchaser”, as that term is defined in Section 2(a)(51) of the 1940 Act. Neither Buyer nor anyone acting solely as principal and not as on ▇▇▇▇▇’s behalf has been offered the agent or fiduciary Interests by means of any Loan Partygeneral solicitation or general advertising, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to as such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersterms are understood under United States federal securities laws.

Acknowledgments. The TheEach of the Parent and the Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Parent, the Borrower and the Lenders.

Acknowledgments. The Each Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Administrative Agent, Issuers or Lenders is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Administrative Agent, Issuers or Lenders have advised or are advising the Loan Parties on other matters, and the relationship between the Administrative Agent, Issuers and Lenders, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Administrative Agent, 509265-1946-Active.21307007.121307007.7 Issuers and Lenders, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Administrative Agent, Issuers and Lenders, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Administrative Agent, Issuers and Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Administrative Agent, Issuers and Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each Administrative Agent, each Issuer and Lender has been, is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Affiliates or any other Person, (g) none of the Administrative Agent, Issuers or Lenders has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Administrative Agent, Issuer or Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Administrative Agent, Issuers or Lenders or among the Borrower Loan Parties and the Administrative Agent, Issuers or Lenders.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are an arm’s-length commercial transactions transaction between the LendersBorrower and the other Credit Parties, on the one hand, and the Loan PartiesAdministrative Agent, the Lenders and the other Agents on the otherother hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); and (ii) the Borrower and the other Credit Parties are capable of evaluating and understanding, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (i) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrower, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees, or any other Person; (xii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrower or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or other Agent has advised or is currently advising the Borrower, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent has any obligation to the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan other Credit Documents and (yiii) the Administrative Agent, each Lender is acting solely as principal other Agent and not as each Affiliate of the agent or fiduciary foregoing may be engaged in a broad range of any Loan Partytransactions that involve interests that differ from those of the Borrower and their Affiliates, its management, stockholders, creditors or and neither the Administrative Agent nor any other Person. Each Loan Party acknowledges and agrees that it Agent has consulted its own legal and financial advisors any obligation to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to disclose any of such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists interests by virtue of the transactions contemplated hereby among the Lenders any advisory, agency or among the Borrower and the Lenders.fiduciary relationship;

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised was represented by counsel in connection with the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, (ii) the Loan Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents, (iii) the Lenders may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates and (iiiv) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal legal, accounting, regulatory, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction transactions or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (ai) it has been advised by counsel in (A) the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Agent, the Arrangers and the other Loan Documents; (b) each Agent, each Lender Lenders are arm’s-length commercial transactions between the Borrower and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderits Affiliates, on the one hand, and such Loan Partythe Agent, its stockholders or its affiliatesthe Arrangers and the Lenders, on the otherother hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. The Loan Parties acknowledge and agree that Borrower hereby acknowledges that: (i) neither the transactions contemplated by Agent nor any Lender has any fiduciary relationship with, or fiduciary duty to, the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents Documents; (including ii) the exercise of rights relationship in connection herewith between the Agent and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan PartiesBorrower, on the otherother hand, is solely that of debtor and creditor and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ciii) no joint venture or partnership among any of the parties hereto is created hereby or by the other Loan Documents Documents, or otherwise exists by virtue of the transactions contemplated hereby among Facilities or the Lenders or among the Borrower and the LendersLoans.

Acknowledgments. The Borrower Grantors hereby acknowledges acknowledge that: (a) it has They have been advised by their own legal counsel in the negotiation, preparation, execution and delivery of this Agreement Deed of Trust and the other Loan DocumentsPledge Agreement; (b) each Agentthis Deed of Trust and the Pledge Agreement shall not be construed against any party or more favorably in favor of any party based upon which party drafted the same, each Lender it being agreed and their Affiliates (collectively, solely for purposes acknowledged that all parties contributed substantially to the negotiation and preparation of this paragraphDeed of Trust and the Pledge Agreement; (c) the Beneficiary has no fiduciary relationship with or duty to Grantors or any Related Party arising out of or in connection with this Deed of Trust or any other agreement, arrangement, Instrument or investment, and the “Lenders”)relationship between the Beneficiary and the Grantors and any Related Party in connection herewith is solely that of debtor and creditor; (d) No joint venture, may have economic interests that conflict with those of the Loan Partiespartnership, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisorymining partnership, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handduty, and such Loan Partyno joint venture, its stockholders or its affiliatespartnership, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lendersmining partnership, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory agency relationship or fiduciary responsibility in favor of any Loan Partyduty exists, its stockholders or its affiliates with respect shall be deemed to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advisedexist, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) between Beneficiary and Grantors or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents Related Party; (e) Beneficiary is and (y) each Lender is has been acting solely as principal a principal, and Beneficiary has not been, is not, and will not be, acting as the an advisor, agent or fiduciary of any Loan Party, its management, stockholders, creditors for Grantors or any other Person. Each Loan Related Party; (f) Beneficiary may be engaged in a broad range of transactions that involve interests that differ from those of Grantors, any Related Party acknowledges and agrees that it their affiliates, and Beneficiary has consulted its own legal and financial advisors no obligation to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect disclose any such interests to such transactions and the process leading thereto. Each Loan Grantors, any Related Party agrees that it or their affiliates; and (g) no Related Party will not claim that any Lender the Beneficiary has rendered advisory services of any nature or respectwith respect to, or owes a fiduciary or similar duty to such Loan Partyto, any Related Party in connection with such transaction this Deed of Trust, the Pledge Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersotherwise.

Acknowledgments. The Each of US Holdings and the Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are an arm’s-length commercial transactions transaction between US Holdings and the LendersBorrower, on the one hand, and the Loan PartiesAdministrative Agent, the Posting Agent, the Letter of Credit Issuer, the Lenders and the other Agents on the otherother hand, and US Holdings, the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent, the Posting Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any of US Holdings, the Borrower, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (xiii) no Lender neither the Administrative Agent, the Posting Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of US Holdings, the Borrower or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent, the Posting Agent or any other Agent has advised or is currently advising US Holdings, the #4812-2844-92899582-0297 Borrower, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent, the Posting Agent or other Agent has any obligation to US Holdings, the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; (iv) the Administrative Agent, the Posting Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of US Holdings, the Borrower and their respective Affiliates, and neither the Administrative Agent, the Posting Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principal neither the Administrative Agent, the Posting Agent nor any other Agent has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Credit Document) and agrees that it US Holdings and the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions appropriate. US Holdings and the process leading thereto. Each Loan Party agrees that it will Borrower agree not to claim that the Administrative Agent, the Posting Agent or any Lender other Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyUS Holdings, the Borrower or any other Affiliates, in connection with such transaction the transactions contemplated hereby or the process leading thereto; andhereto. (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower US Holdings and the LendersBorrower, on the one hand, and any Lender, on the other hand.

Acknowledgments. The Borrower hereby Each of the parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that: : (ai) it has been advised by counsel in conducted its own independent investigation of the negotiationfinancial condition, execution results of operations, assets, liabilities, properties and delivery projected operations of this Agreement and the other Loan Documents; parties (b) each Agent, each Lender and their Affiliates respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other parties (collectively, solely and their respective Subsidiaries) for purposes of this paragraphconducting such investigation; (ii) the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions contemplated hereby; (iii) the Acquiror and Merger Sub Representations constitute the sole and exclusive representations and warranties of Acquiror and Merger Sub; (iv) except for the Company Representations by the Company, the “Lenders”)Acquiror and Merger Sub Representations by Acquiror and Merger Sub, may have economic interests that conflict with those none of the Loan Partiesparties hereto or any other Person makes, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed has made, any other express or implied representation or warranty with respect to create an advisory, fiduciary any party hereto (or agency relationship any party’s Affiliates) or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents this Agreement and all other representations and warranties of any kind or nature expressed or implied (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory regarding the completeness or fiduciary responsibility accuracy of, or any omission to state or to disclose, any information, including in favor of any Loan Partythe estimates, its stockholders projections or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) forecasts or any other obligation information, document or material provided to or made available to any Loan Party except party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the obligations expressly set forth in the Loan Documents Transactions, including meetings, calls or correspondence with management of any party hereto (or any party’s Subsidiaries), and (y) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any party’s or its Subsidiaries’ assets) are specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or its Subsidiaries); and (v) each Lender party hereto and its respective Affiliates and its and their respective Representatives are not relying on and have not relied on, any representations or warranties in connection with the Transactions or otherwise except the Company Representations by the Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations expressly made by a Person in the Sponsor Agreement, and the Lock-Up Agreements (each of which is acting being made solely as principal by the Person expressly making such representation in the applicable Ancillary Agreement and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or by any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders).

Acknowledgments. The Borrower hereby Each of the parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that: : (a) it has been advised by counsel in conducted its own independent investigation of the negotiationfinancial condition, execution results of operations, assets, liabilities, properties and delivery projected operations of this Agreement and the other Loan Documents; parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) each Agent, each Lender the Company Representations constitute the sole and their Affiliates exclusive representations and warranties of the Company in connection with the transactions contemplated hereby; (collectively, solely c) the Acquiror and Merger Sub Representations constitute the sole and exclusive representations and warranties of Acquiror and Merger Sub; (d) except for purposes of this paragraphthe Company Representations by the Company, the “Lenders”)Acquiror and Merger Sub Representations by Acquiror and Merger Sub, may have economic interests that conflict with those none of the Loan Partiesparties hereto or any other Person makes, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed has made, any other express or implied representation or warranty with respect to create an advisory, fiduciary any party hereto (or agency relationship any party’s Affiliates) or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the exercise completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersTransactions, on the one handincluding meetings, and the Loan Parties, on the othercalls or correspondence with management of any party hereto (or any party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any party’s or its Subsidiaries’ assets) are specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or its Subsidiaries); and (e) each party hereto and its respective Affiliates and its and their respective Representatives are not relying on and have not relied on, any representations or warranties in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory Transactions or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party otherwise except the obligations Company Representations by the Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations expressly set forth made by a Person in the Loan Documents Subscription Agreements, the Non-Redemption Agreements, the Sponsor Agreement, the Acquiror Support Agreement, the Company Support Agreements, the Earnout Escrow Agreement and the Lock-Up Agreements (y) each Lender of which is acting being made solely as principal by the Person expressly making such representation in the applicable agreement and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or by any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders).

Acknowledgments. The Borrower 1.01 Each of the Loan Parties hereby acknowledges and agrees, upon execution and delivery of this Agreement, but subject to the terms of this Agreement, that: (a) it has been advised by counsel The recital of facts set forth in the negotiation, execution and delivery of this Agreement is true and the other Loan Documentscorrect in all material respects; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes As of this paragraphthe Effective Date, the “Lenders”), may have economic interests that conflict with those of amount owed by the Loan Parties, their stockholders and/or their affiliatesParties under the Credit Agreement is (i) $829,125,000.00 in principal amount of Term Loans and (ii) $4,115,963.05 in due and unpaid interest in respect of Term Loans. Each Loan Party further acknowledges, confirms and agrees that nothing such Obligations, together with all other outstanding Obligations owed or owing, pursuant to the terms of the Credit Documents, including interest, fees, expenses, premiums and other charges, are validly and unconditionally owed or owing thereunder, and each Loan Party is jointly and severally obligated with respect thereto. The foregoing amounts do not include other fees, expenses (including professional fees and expenses), and other Obligations and amounts that are chargeable or otherwise reimbursable under the Credit Agreement and the other Credit Documents or that are payable pursuant to this Agreement. As of the Effective Date (as defined below), neither the Borrower nor any other Loan Party has any rights of offset, defenses, claims or counterclaims with respect to the Obligations or any payment obligation under this Agreement, and each Loan Party is jointly and severally obligated with respect thereto, in each case, in accordance with the terms of the applicable Credit Documents and, with respect to payment obligations hereunder, this Agreement; (c) The Specified Default constitutes an Event of Default under the Credit Agreement without the need for any notice to the Loan Parties and has not been cured by the Loan Parties. As a consequence thereof, and subject to and but for the terms of this Agreement, the Supporting Lenders and the Agent are free to exercise the Rights and Remedies without the need for any notice to the Loan Parties; (d) The Loan Parties hereby ratify and affirm the Credit Documents and acknowledge that the Credit Documents are and shall remain unchanged and in full force and effect. The Loan Parties agree that the Credit Documents constitute valid and binding obligations and agreements of Loan Parties enforceable by the Agent and the Lenders and the Agent against Loan Parties in accordance with their respective terms (except for limitations on enforceability under bankruptcy, reorganization, insolvency, and other similar laws affecting creditors’ rights generally and limitations on the availability of the remedy of specific performance imposed by the application of general equitable principles); (e) The Loan Parties hereby ratify and affirm that the Agent has a perfected security interest in the Loan Documents Collateral in accordance with the Credit Documents; (f) The Supporting Lenders have not waived, released, or otherwise will be deemed to create an advisorycompromised, fiduciary do not hereby waive, release, or agency relationship or fiduciary or other implied duty between any Lender, on the one handcompromise, and such Loan Partymay never waive, its stockholders release, or its affiliatescompromise any events, on occurrences, acts, or omissions that may constitute or give rise to any Defaults or Events of Default, including without limitation the otherSpecified Default, that existed or may have existed, exist or may presently exist, or may arise in the future, nor does any Supporting Lender waive any Rights and Remedies, including without limitation, the right to direct the Agent to commence to exercise the remedy of foreclosure as to any property pledged as collateral in connection with the Credit Documents. The Loan Parties acknowledge and agree that the Supporting Lenders have made no representations as to what actions, if any, they will take after the Forbearance Period (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handas defined below), and the Loan Partieseach Supporting Lender hereby specifically reserves any and all rights, on the otherremedies, and claims it has (iiafter giving effect hereto) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby Specified Default and any other Default and/or Event of Default that may occur; (g) The execution, delivery and performance of this Agreement shall not: (i) constitute a novation of the Obligations or an extension, modification, or waiver of any aspect of any of the Credit Documents; (ii) extend the maturity of the Obligations or the exercise due date of rights any payment or remedies performance of any Obligations or other obligations under the other Loan Documents or payable in connection with the Loan Documents; (iii) give rise to any obligation on the part of the Supporting Lenders to extend, modify or waive any term or condition of the Credit Documents; (iv) establish any course of dealing with respect theretoto the Credit Documents; or (v) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation give rise to any Loan Party except defenses or counterclaims to the obligations expressly right of the Supporting Lenders to compel payment of the Obligations or otherwise enforce their rights and remedies set forth in the Loan Documents after the Termination Date (as defined below); (h) The Loan Parties have requested the Supporting Lenders’ forbearance as set forth in this Agreement, which provides benefits to the Loan Parties; (i) The Supporting Lenders’ agreement to forbear in the exercise of their Rights and (y) each Lender is acting Remedies solely as principal to the Specified Default shall not, except as expressly provided herein, invalidate, impair, negate, or otherwise affect the Agent’s or Supporting Lenders’ ability to exercise their Rights and Remedies under the Credit Documents or otherwise; (j) Each Loan Party further acknowledges, confirms and agrees that the Borrower is liable for all fees and expenses of the Agent, including the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) and FTI Consulting, Inc. (“FTI” and collectively with ▇▇▇▇▇ ▇▇▇▇, the “Advisors”), as counsel and financial advisor, respectively, to JPMorgan Chase Bank, N.A., as Agent and lender under the Credit Agreement, pursuant to, and in accordance with, Section 10.04 of the Credit Agreement, that such amounts are validly and unconditionally owed or owing thereunder, that each Credit Party is jointly and severally obligated with respect thereto, and that the Borrower will pay all such amounts in full not as later than ten (10) Business Days after receipt by the agent Borrower of an invoice for any such fees and expenses; (k) For the avoidance of doubt and without limiting the generality of the Credit Documents or fiduciary the terms of this Agreement, to the extent that the Credit Agreement or any other Credit Document prohibits, restricts or limits the use of, or reliance on, any “basket”, exception or carveout, or any other provision, by any of the Loan Parties or any of their respective Subsidiaries at any time when a Default or Event of Default has occurred or is continuing (or requires that no Default or Event of Default shall have occurred or shall be continuing, or otherwise conditions the availability of, or the ability or right of any Loan Party, its management, stockholders, creditors Party or any Subsidiary thereof to rely on or take any action pursuant to, any right, basket, carveout, exception or other Person. Each provision, on no Default or Event of Default having occurred or continuing), then, notwithstanding the forbearance obligations provided herein or anything else in this Agreement, such prohibition, restriction or limitation (and any such condition, as applicable) shall continue to apply during the Forbearance Period and thereafter and at all times when such Default or Event of Default exists or is continuing, and nothing herein shall be construed as permitting the Loan Party acknowledges Parties or any of their respective Subsidiaries to take any action that is not permitted to be taken upon the occurrence and agrees that it has consulted its own legal and financial advisors during the continuance of a Default or Event of Default pursuant to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and terms of the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services Credit Documents, without the written consent of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoRequired Supporting Lenders; and (cl) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue As of the transactions contemplated hereby among the Lenders or among the Borrower and the LendersOctober 11, 2024, all Revolving Credit Commitments were terminated.

Acknowledgments. The Borrower hereby Optionee acknowledges that: (a) it has been advised by counsel in that the negotiation, execution and delivery provisions of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that Article III are (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handin addition to, and not in limitation of, any obligation of Optionee's under the Loan Partiesterms of any employment agreement with the Company or any of its Subsidiaries or Affiliates, on the other, and (ii) in connection therewith and consideration of (A) employment with the process leading theretoCompany or any of its Subsidiaries or Affiliates, (B) the issuance of the Option by the Company and (C) additional good and valuable consideration as set forth in this Agreement. In addition, ▇▇▇▇▇▇▇▇ agrees and acknowledges that the restrictions contained in Article III do not preclude Optionee from earning a livelihood, nor do they unreasonably impose limitations on Optionee 's ability to earn a living. In addition, Optionee acknowledges that (x) no Lender has assumed an advisory or fiduciary responsibility the business of the Company and its Subsidiaries and Affiliates will be international in favor of any Loan Partyscope and without geographical limitation , its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as notwithstanding the state of incorporation or principal and not as office of the agent Company or fiduciary of any Loan Partyits Subsidiaries or Affiliates, its management, stockholders, creditors or any other Personof their respective executives or employees (including the Optionee), it is expected that the Company and its Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world , and (z) as part of Optionee's responsibilities, Optionee will be traveling and conducting business throughout the world in furtherance of the Company's and/or its Subsidiaries' and Affiliates' business and their respective relationships. Each Loan Party Optionee agrees and acknowledges that the potential harm to the Company or its Subsidiaries or Affiliates of the non­enorcement of this Article III outweighs any potential harm to Optionee of its enforcement by injunction or otherwise. Optionee acknowledges that he or she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Optionee by this Agreement , and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company, and its Subsidiaries and Affiliates now existing or to be developed in the future. Optionee expressly acknowledges and agrees that it has consulted its own legal each and financial advisors to the extent it deemed appropriate and that it every restraint imposed by this Agreement is responsible for making its own independent judgment reasonable with respect to such transactions subject matter, time period and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersgeographical area.

Acknowledgments. A. The Borrower hereby and each other Credit Party acknowledges that:and agrees that the recitals set forth above are true and correct and incorporated herein by reference. (a) it has been advised by counsel in B. The Borrower and each other Credit Party acknowledges and agrees that the negotiationOutstanding Interest, execution and delivery of this Agreement the Incurred Fees, the Outstanding Professional Fees and the other Outstanding Loan Documents; (b) each Agent, each Lender and their Affiliates Payments (collectively, solely for purposes of this paragraph, the “Lenders”"Subject Obligations"), may have economic interests that conflict together with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in all other Obligations payable under the Loan Documents are due and payable without defense, offset, counterclaim or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or reduction. C. The Borrower and each other implied duty between any Lender, on Credit Party acknowledges and agrees that that the one hand, Subject Obligations constitute Obligations and such Loan Party, its stockholders or its affiliates, on that the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by terms of the Loan Documents (including the exercise of rights and remedies hereunder and thereunderSubsidiary Guaranty Agreements) are arm’s-length commercial transactions between the Lendersvalid and binding obligations of the Borrower and each other Credit Party, on enforceable in accordance with their terms. D. The Borrower and each other Credit Party acknowledges and agrees with the one handAdministrative Agent and each of the Lenders that: (i) it has no claim or cause of action against the Administrative Agent or any of the Lenders (or any of the Administrative Agent's or any Lender's directors, and the Loan Partiesofficers, on the othershareholders, employees, agents or affiliates); and (ii) in connection therewith it has no offset, right, counterclaim or defense of any kind against or with respect to any of the Obligations. The Administrative Agent and each of the Lenders desire (and the Borrower and each other Credit Party agrees) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the rights, interests, contracts, collateral security or remedies of the Administrative Agent or any of the Lenders. Therefore, the Borrower and each other Credit Party on behalf of itself and each of its Subsidiaries and Affiliates unconditionally, freely, voluntarily and after consultation with counsel releases, waives and forever discharges the process leading theretoAdministrative Agent and each of the Lenders, and their respective directors, officers, shareholders, employees, agents and affiliates, (x) no Lender has assumed an advisory from any and all claims, liabilities, obligations, duties, promises or fiduciary responsibility in favor indebtedness of any Loan Partykind (if any), its stockholders known or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advisedunknown, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent from all claims, offsets, causes of action, suits or fiduciary defenses of any Loan Partykind whatsoever (if any), its managementwhether known or unknown, stockholders, creditors which the Borrower or any of the other PersonCredit Parties might otherwise have against the Administrative Agent or any of the Lenders or any of the Administrative Agent's or any of the Lenders' directors, officers, shareholders, employees, agents or affiliates, in either case set forth in clauses (x) or (y) above in this Section 2D, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed arose or occurred at any time prior to the date hereof. E. The Borrower and each other Credit Party hereby ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to the Security Documents, to the Administrative Agent, for itself and on behalf of the several Lenders, as collateral security for the Obligations, and acknowledges that all of such Liens and security interests, and all collateral heretofore pledged as security for the Obligations, continues to be and remain collateral for the Obligations from and after the date hereof. Each Loan Without limiting the foregoing, the Borrower and each other Credit Party acknowledges and agrees that it has consulted its own legal that, pursuant and financial advisors subject to the extent it deemed appropriate Security Documents, the Administrative Agent, for itself and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services on behalf of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue all of the transactions contemplated hereby among the Lenders or among the Borrower Lenders, is entitled to receive and the Lendersapply all proceeds of Collateral.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other relationship between each Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderParty, on the one hand, and the Agents, the Lead Arrangers, the Lenders and the Issuing Lenders, on the other hand, will be solely that of obligor and lender, and no fiduciary duty on the part of any of the Agents, the Lead Arrangers, the Lenders or the Issuing Lenders will be deemed to have arisen in connection with any of the transactions contemplated hereby or any communications in connection therewith. The Agents, the Lead Arrangers, the Lenders, the Issuing Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Agents, the Lead Arrangers, the Lenders, the Issuing Lenders and their respective Affiliates have any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Agents, the Lead Arrangers, the Lenders and the Issuing Lenders with respect to any breach or alleged breach of fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party, on behalf of itself and its stockholders or its affiliatesSubsidiaries, on the other. The Loan Parties acknowledge and agree acknowledges that (i) the transactions and the facilities contemplated by the Loan Documents this Agreement (including the exercise of rights and remedies hereunder and thereunderhereunder) are arm’s-length commercial transactions between and that each Agent, Lead Arranger, Lender and Issuing Lender is acting as principal and, except as otherwise expressly agreed in writing by the Lendersrelevant parties, on the one handhas not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor any of any Loan Party, its stockholders or its their respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent person or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersentity.

Acknowledgments. The Borrower 1.01 Each of the Loan Parties hereby acknowledges and agrees, upon execution and delivery of this Agreement, but subject to the terms of this Agreement, that: (a) it has been advised by counsel The recital of facts set forth in the negotiation, execution and delivery of this Agreement is true and the other Loan Documentscorrect in all material respects; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes As of this paragraphthe Effective Date, the “Lenders”), may have economic interests that conflict with those of amount owed by the Loan Parties, their stockholders and/or their affiliatesParties under the Credit Agreement is (i) $829,125,000.00 in principal amount of Term Loans and (ii) $4,802,568.38 in due and unpaid interest in respect of Term Loans. Each Loan Party further acknowledges, confirms and agrees that nothing such Obligations, together with all other outstanding Obligations owed or owing, pursuant to the terms of the Credit Documents, including interest, fees, expenses, premiums and other charges, are validly and unconditionally owed or owing thereunder, and each Loan Party is jointly and severally obligated with respect thereto. The foregoing amounts do not include other fees, expenses (including professional fees and expenses), and other Obligations and amounts that are chargeable or otherwise reimbursable under the Credit Agreement and the other Credit Documents or that are payable pursuant to this Agreement. As of the Effective Date (as defined below), neither the Borrower nor any other Loan Party has any rights of offset, defenses, claims or counterclaims with respect to the Obligations or any payment obligation under this Agreement, and each Loan Party is jointly and severally obligated with respect thereto, in each case, in accordance with the terms of the applicable Credit Documents and, with respect to payment obligations hereunder, this Agreement; (c) The Specified Default constitutes an Event of Default under the Credit Agreement without the need for any notice to the Loan Parties and has not been cured by the Loan Parties. As a consequence thereof, and subject to and but for the terms of this Agreement, the Supporting Lenders and the Agent are free to exercise the Rights and Remedies without the need for any notice to the Loan Parties; (d) The Loan Parties hereby ratify and affirm the Credit Documents and acknowledge that the Credit Documents are and shall remain unchanged and in full force and effect. The Loan Parties agree that the Credit Documents constitute valid and binding obligations and agreements of Loan Parties enforceable by the Agent and the Lenders and the Agent against Loan Parties in accordance with their respective terms (except for limitations on enforceability under bankruptcy, reorganization, insolvency, and other similar laws affecting creditors’ rights generally and limitations on the availability of the remedy of specific performance imposed by the application of general equitable principles); (e) The Loan Parties hereby ratify and affirm that the Agent has a perfected security interest in the Loan Documents Collateral in accordance with the Credit Documents; (f) The Supporting Lenders have not waived, released, or otherwise will be deemed to create an advisorycompromised, fiduciary do not hereby waive, release, or agency relationship or fiduciary or other implied duty between any Lender, on the one handcompromise, and such Loan Partymay never waive, its stockholders release, or its affiliatescompromise any events, on occurrences, acts, or omissions that may constitute or give rise to any Defaults or Events of Default, including without limitation the otherSpecified Default, that existed or may have existed, exist or may presently exist, or may arise in the future, nor does any Supporting Lender waive any Rights and Remedies, including without limitation, the right to direct the Agent to commence to exercise the remedy of foreclosure as to any property pledged as collateral in connection with the Credit Documents. The Loan Parties acknowledge and agree that the Supporting Lenders have made no representations as to what actions, if any, they will take after the Forbearance Period (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handas defined below), and the Loan Partieseach Supporting Lender hereby specifically reserves any and all rights, on the otherremedies, and claims it has (iiafter giving effect hereto) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby Specified Default and any other Default and/or Event of Default that may occur; (g) The execution, delivery and performance of this Agreement shall not: (i) constitute a novation of the Obligations or an extension, modification, or waiver of any aspect of any of the Credit Documents; (ii) extend the maturity of the Obligations or the exercise due date of rights any payment or remedies performance of any Obligations or other obligations under the other Loan Documents or payable in connection with the Loan Documents; (iii) give rise to any obligation on the part of the Supporting Lenders to extend, modify or waive any term or condition of the Credit Documents; (iv) establish any course of dealing with respect theretoto the Credit Documents; or (v) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation give rise to any Loan Party except defenses or counterclaims to the obligations expressly right of the Supporting Lenders to compel payment of the Obligations or otherwise enforce their rights and remedies set forth in the Loan Documents after the Termination Date (as defined below); (h) The Loan Parties have requested the Supporting Lenders’ forbearance as set forth in this Agreement, which provides benefits to the Loan Parties; (i) The Supporting Lenders’ agreement to forbear in the exercise of their Rights and (y) each Lender is acting Remedies solely as principal to the Specified Default shall not, except as expressly provided herein, invalidate, impair, negate, or otherwise affect the Agent’s or Supporting Lenders’ ability to exercise their Rights and Remedies under the Credit Documents or otherwise; (j) Each Loan Party further acknowledges, confirms and agrees that the Borrower is liable for all fees and expenses of the Agent, including the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) and FTI Consulting, Inc. (“FTI” and collectively with ▇▇▇▇▇ ▇▇▇▇, the “Advisors”), as counsel and financial advisor, respectively, to JPMorgan Chase Bank, N.A., as Agent and lender under the Credit Agreement, pursuant to, and in accordance with, Section 10.04 of the Credit Agreement, that such amounts are validly and unconditionally owed or owing thereunder, that each Credit Party is jointly and severally obligated with respect thereto, and that the Borrower will pay all such amounts in full not as later than ten (10) Business Days after receipt by the agent Borrower of an invoice for any such fees and expenses; (k) For the avoidance of doubt and without limiting the generality of the Credit Documents or fiduciary the terms of this Agreement, to the extent that the Credit Agreement or any other Credit Document prohibits, restricts or limits the use of, or reliance on, any “basket”, exception or carveout, or any other provision, by any of the Loan Parties or any of their respective Subsidiaries at any time when a Default or Event of Default has occurred or is continuing (or requires that no Default or Event of Default shall have occurred or shall be continuing, or otherwise conditions the availability of, or the ability or right of any Loan Party, its management, stockholders, creditors Party or any Subsidiary thereof to rely on or take any action pursuant to, any right, basket, carveout, exception or other Person. Each provision, on no Default or Event of Default having occurred or continuing), then, notwithstanding the forbearance obligations provided herein or anything else in this Agreement, such prohibition, restriction or limitation (and any such condition, as applicable) shall continue to apply during the Forbearance Period and thereafter and at all times when such Default or Event of Default exists or is continuing, and nothing herein shall be construed as permitting the Loan Party acknowledges Parties or any of their respective Subsidiaries to take any action that is not permitted to be taken upon the occurrence and agrees that it has consulted its own legal and financial advisors during the continuance of a Default or Event of Default pursuant to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and terms of the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services Credit Documents, without the written consent of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoRequired Supporting Lenders; and (cl) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue As of the transactions contemplated hereby among the Lenders or among the Borrower and the LendersOctober 11, 2024, all Revolving Credit Commitments were terminated.

Acknowledgments. The Borrower Pledgor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsAgreement; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, neither the “Lenders”), may have economic interests that conflict with those of Price Note Collateral Agent nor any Holder has any fiduciary relationship to the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handPledgor, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersPrice Note Collateral Agent and the Holders, on the one hand, and the Loan PartiesPledgor, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advisedother hand, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents solely that of a secured party and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretocreditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Holders or among the Borrower Pledgor and the LendersHolders. PLEDGOR: EXCEL LEGACY CORPORATION, a Delaware corporation By: ------------------------------------------ Name: Title: PRICE NOTE COLLATERAL AGENT: ------------------------------------------ JAME▇ ▇. ▇▇▇▇▇▇, as Price Note Collateral Agent PLEDGED SHARES Number of Price Note Share Certificate Issuer Pledged Shares(1) Number(s) ------ -------------------- ----------------- Price Enterprises, Inc. -------- (1) Notations shall be made from time to time on this Schedule I by the parties to the Pledge Agreement with respect to any Price Note Pledged Shares which are the subject of any Debentures Collateral Identification Certificate or Senior Notes Collateral Identification Certificate and upon redelivery, if applicable, of any shares that were previously the subject of any such certificates. EXHIBIT A [FORM OF DEBENTURES COLLATERAL IDENTIFICATION CERTIFICATE] This Certificate is provided by Excel Legacy Corporation, a Delaware corporation (the "Pledgor"), pursuant to: (i) that certain Pledge Agreement (the "Debentures Pledge Agreement") dated as of _______, 1999 by and between Pledgor and Norwest Bank Minnesota, National Association (the "Debentures Collateral Agent"), pursuant to which Pledgor has granted to the Debentures Collateral Agent, as collateral agent for the holders of the Pledgor's 9.0% Convertible Redeemable Subordinated Secured Debentures due 2004 (the "Debentures") issued pursuant to an Indenture (the "Debentures Indenture") dated as of _______, 1999 by and between Pledgor and the Debentures Collateral Agent, a security interest (the "Debentures Security Interest") in certain property of the Pledgor (the "Debentures Pledged Collateral"), including certain shares (the "Debentures Pledged Shares") of the common stock, par value $.0001 per share of Price Enterprises Inc., a Maryland corporation ("the Common Stock"), in order to secure the obligations of the Pledgor under the Debentures Indenture; and (ii) that certain Pledge Agreement (the "Price Note Pledge Agreement") dated as of _________, 1999 by and between Pledgor and Jame▇ ▇. ▇▇▇▇▇▇ (▇▇e "Price Note Collateral Agent"), pursuant to which the Pledgor has granted to the Price Note Collateral Agent, as collateral agent in favor of the holders of the Pledgor's Secured Promissory Notes (the "Price Note") issued pursuant to that certain Note Purchase Agreement by and between the Pledgor and The Sol and Hele▇ ▇▇▇▇▇ ▇▇▇st dated as of _______, 1999 (the "Price Note Purchase Agreement"), a security interest in certain property of the Pledgor (the "Price Note Pledged Collateral"), including all of the shares of Common Stock of Price Enterprises, Inc. (the "Price Note Pledged Shares"), in order to secure the obligations of the Pledgor under the Price Note and the Price Note Purchase Agreement. Pledgor hereby certifies and confirms to the Debentures Collateral Agent and the Price Note Collateral Agent as follows: (a) Concurrently herewith, Pledgor is issuing $_______ principal amount of Debentures in accordance with the Debentures Indenture (for purposes of this Certificate, the "Incremental Debentures"); (b) In accordance with Section 3 of the Debentures Pledge Agreement and Section 3(a) of the Price Note Pledge Agreement, Pledgor confirms that the property identified on Schedule 1 hereto constitutes Incremental Debentures Pledged Shares pledged to the Debentures Collateral Agent, and that such Incremental Debentures Pledged Shares, together with any Incremental Debentures Pledged Shares identified in any previous Debentures Collateral Identification Certificate, constitute "Debentures Pledged Shares" for purposes of the Debentures Pledge Agreement and the Price Note Pledge Agreement. (c) The Pledgor consents to the agreements of the Debentures Collateral Agent and the Price Note Collateral Agent confirmed below in this Certificate, and the Pledgor waives any right to object to the performance of any of said agreements. (d) Pledgor acknowledges and agrees that the Debentures Collateral Agent and the Price Note Collateral Agent shall rely upon the foregoing certifications in taking actions under the Debentures Pledge Agreement and the Price Note Pledge Agreement, respectively.

Acknowledgments. The Each of Holdings, Intermediate Holdings and the Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Lenders is intended to be or has been advised created in respect of any of the transactions contemplated by counsel in the negotiation, execution and delivery of this Agreement and or the other Loan Documents; (b) each Agent, each irrespective of whether any Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each has advised or is advising any Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or on other implied duty between any Lender, on the one handmatters, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lenders, on the one hand, and (ii) in connection therewith and with the process leading theretoLoan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Lenders, (xc) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their Affiliates or any other person, (g) no Lender has assumed an advisory any obligation to the Loan Parties or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Loan Parties and the Lenders.

Acknowledgments. The Borrower hereby Each Seller and holder of Vested Options acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) Buyer is entitled to conduct the transactions contemplated by business of the Loan Documents (Company, including with respect to any Product, in a manner that is in the exercise best interests of rights the Buyer and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handits stockholders, and shall have the Loan Parties, on the other, absolute right and (ii) in connection therewith sole and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates absolute discretion to operate and otherwise make decisions with respect to the transactions contemplated hereby (conduct of the business of the Company, including with respect to any Product, and to take or the exercise of rights or remedies refrain from taking any action with respect thereto; (ii) Buyer or the process leading thereto (irrespective any of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) currently or any other obligation to any Loan Party except the obligations expressly set forth may in the Loan Documents future offer products or services that compete, either directly or indirectly, with any Product and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment may make decisions with respect to such transactions products and services that may adversely affect any Product and the process leading thereto. Each Loan Party agrees that it will not claim that products, services, sales, revenues, expenses, or other financial performance measures of the Company; (iii) neither Buyer nor any Lender has rendered advisory services of its Affiliates shall have any liability to any Seller or holder of Vested Options or any other Person for any claim, loss or damage of any nature nature, including claims, losses or respectdamages that arise out of or relate in any way to any decisions or actions affecting whether or not any Milestone Event is achieved or achievable, or owes a fiduciary whether or similar duty to such Loan Party, in connection with such transaction not or the process leading theretoextent to which any Milestone Payment becomes payable in accordance with this Section 1.6; and (civ) there is no joint venture is created hereby assurance that the Sellers or holders of Vested Options will receive any Milestone Payment; (v) neither Buyer nor any Affiliate of Buyer promised or projected any amounts to be received by the other Loan Documents Sellers or otherwise exists by virtue holders of Vested Options in respect of any Milestone Payment, and the Securityholders’ Representative (on behalf of the transactions contemplated hereby among Sellers or holders of Vested Options) has not relied on any statements or information provided by or on behalf of Buyer or its Affiliates with respect to the Lenders likelihood of development or among approval of any Product; (vi) neither Buyer nor the Borrower Company nor any other Affiliates of Buyer owe to the Securityholders’ Representative or the Sellers or holders of Vested Options any fiduciary duty with respect to the achievement of the Milestone Events and/or the payment of the Milestone Payments, it being understood and the Lenders.agreed that this clause (vi) is not intended to reduce or

Acknowledgments. The Each of Holdings and the Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution execution, and delivery of this Agreement and the other Loan DocumentsCredit Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are an arm’s-length commercial transactions transaction between the LendersBorrower and the other Credit Parties, on the one hand, and the Loan PartiesAdministrative Agent, the Lenders and the other Agents on the otherother hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (iiincluding any amendment, waiver or other modification hereof or thereof); (i) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent and the other Agents is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrower, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees, or any other Person; (xii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrower or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or any other Agent has advised or is currently advising the Borrower, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent nor any other Agent has any obligation to the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; (iii) the Administrative Agent, each other Agent and (y) each Lender is acting solely as principal Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and not as their Affiliates, and neither the agent Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship or otherwise; and (iv) neither the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any Loan Partyother Credit Document) and each of Holdings and the Borrower have consulted their own legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions appropriate. Each of Holdings and the process leading thereto. Each Loan Party Borrower hereby agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or Agent owes a fiduciary or similar duty to such Loan Party, the Credit Parties in connection with such transaction the Transactions contemplated hereby and waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent or the process leading theretoany other Agent with respect to any breach or alleged breach of agency or fiduciary duty; and (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and/or Holdings, on the one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Each Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphclause (b), the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders equityholders or its affiliatesAffiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders equityholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders equityholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholdersequityholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Borrowers and the Lenders.

Acknowledgments. The Holdings and each Borrower hereby acknowledges acknowledge (on behalf of itself and the other Credit Parties) that: (a) it has been advised by counsel in the negotiation, execution execution, and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are arm’san arm's-length commercial transactions transaction between the LendersBorrowers and the other Credit Parties, on the one hand, and the Loan PartiesAdministrative Agent, the Lenders and the other Agents on the otherother hand, and the Borrowers and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (iiincluding any amendment, waiver or other modification hereof or thereof); (i) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrowers, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees, or any other Person; (xii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrowers or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or other Agent has advised or is currently advising the Borrowers, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent has any obligation to the Borrowers, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; (iii) the Administrative Agent, each other Agent and (y) each Lender is acting solely as principal Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and not as their Affiliates, and neither the agent Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) neither the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any Loan Partyother Credit Document) and the Borrowers have consulted their own legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has deemed appropriate appropriate. Each Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against the Administrative Agent or any other Agent with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoduty; and (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Borrowers, on the one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Borrower hereby Each of the parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that: : (ai) it has been advised by counsel in conducted its own independent investigation of the negotiationfinancial condition, execution results of operations, assets, liabilities, properties and delivery projected operations of this Agreement and the other Loan Documents; parties (b) each Agent, each Lender and their Affiliates respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other parties (collectively, solely and their respective Subsidiaries) for purposes of this paragraphconducting such investigation; (ii) the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions contemplated hereby; (iii) the Acquiror and Amalgamation Sub Representations constitute the sole and exclusive representations and warranties of Acquiror and Amalgamation Sub; (iv) except for the Company Representations by the Company, the “Lenders”)Acquiror and Amalgamation Sub Representations by Acquiror and Amalgamation Sub, may have economic interests that conflict with those none of the Loan Partiesparties hereto or any other Person makes, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed has made, any other express or implied representation or warranty with respect to create an advisory, fiduciary any party hereto (or agency relationship any party’s Affiliates) or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents this Agreement and all other representations and warranties of any kind or nature expressed or implied (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory regarding the completeness or fiduciary responsibility accuracy of, or any omission to state or to disclose, any information, including in favor of any Loan Partythe estimates, its stockholders projections or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) forecasts or any other obligation information, document or material provided to or made available to any Loan Party except party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the obligations expressly set forth in the Loan Documents Transactions, including meetings, calls or correspondence with management of any party hereto (or any party’s Subsidiaries), and (y) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any party’s or its Subsidiaries’ assets) are specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or its Subsidiaries); and (v) each Lender party hereto and its respective Affiliates and its and their respective Representatives are not relying on and have not relied on, any representations or warranties in connection with the Transactions or otherwise except the Company Representations by the Company, the Acquiror and Amalgamation Sub Representations by Acquiror and Amalgamation Sub (each of which is acting being made solely as principal by the Person expressly making such representation in the applicable Ancillary Agreement and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or by any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders).

Acknowledgments. The Borrower hereby acknowledges acknowledges, and, solely with respect to clause (vi) below, each Loan Party hereby acknowledges, that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (bi) each Agent, each Lender Lender, each Joint Lead Arranger, each Joint Bookrunner, the Syndication Agent and their respective Affiliates (collectively, solely for purposes of this paragraphsubsection 10.13(b), the “Lenders”), may have economic interests that conflict with those of the Loan PartiesBorrower, their its stockholders and/or their affiliates. Each Loan Party agrees its Affiliates; (ii) the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the transactions contemplated herein and the process leading thereto; (iii) nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Partythe Borrower, its stockholders or its affiliatesAffiliates, on the other. The ; (iv) the Borrower will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the transactions contemplated herein or the process leading thereto; (v) no joint venture is created hereby or by the other Loan Parties acknowledge Documents or otherwise exists by virtue of the transactions contemplated hereby and agree that thereby among the Lenders or among the Borrower and the Lenders; and (iA) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan PartiesBorrower, on the other, and (iiB) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Partythe Borrower, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Partythe Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Partythe Borrower, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower hereby acknowledges that: Each Company understands and agrees that (a) it has been advised by counsel in the negotiationREPG's performance of its obligations under this Agreement, execution and delivery of this Agreement and the other Loan Documents; (b) each AgentREPG is not acting as a commodity pool operator, each Lender and their Affiliates (collectivelycommodity trading adviser, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing investment adviser or in the Loan Documents or otherwise will be deemed to create an advisory, any fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates capacity with respect to the Companies, (b) REPG shall have no obligation hereunder for compliance with any Law or regulation governing the conduct of commodity pool operators, commodity trading advisers, investment advisers or fiduciaries, (c) REPG may enter into transactions on its own behalf involving the provisions and receipt of the same types of services, in the same geographic region, at the same time and with the same counterparties as those it enters into on behalf of the Companies in its capacities as contemplated by this Agreement and (d) those activities described in (c) above undertaken by REPG on its own behalf in no way constitute a breach of, or otherwise modify, any duty or obligation by REPG under this Agreement. Each Company hereby (acknowledges that, to the extent that REPG may act as agent of the Companies as provided in Section 3.1, REPG's role as agent shall be limited to the legal ability to bind the Companies to agreements entered into on behalf of the Companies pursuant to Section 3.1, and no fiduciary duty or the exercise of rights other legal duty or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates obligation imposed on other matters) an agent toward a principal or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely Person shall be imposed on REPG by virtue of Section 3.1 or REPG's entry into agreements as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading pursuant thereto. Each Loan Party agrees of the Companies hereby waives any and all rights that it will not claim that may otherwise have under applicable Law or legal precedents to make any Lender has rendered advisory services claims or take any action against REPG or any REPG Related Person based on any theory of any nature agency, fiduciary duty or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue special standard of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenderscare.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecured Debt Documents to which it is a party; (bi) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Collateral Agent nor any other Agent or Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyPledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Secured Debt Document (irrespective of whether the Collateral Agent or any other Agent or Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Collateral Agent or other Agent or Secured Party has any obligation to any of the Pledgors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Secured Debt Documents; (ii) the Collateral Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgors and their respective Affiliates, and neither the Collateral Agent nor any other Agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yii) each Lender is acting solely as principal neither the Collateral Agent nor any other Agent or Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Partyother Secured Debt Document) and the Pledgors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate appropriate. The Pledgors hereby waive and release, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment they may have against the Collateral Agent or any other Agent or Secured Party with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; andduty; (c) no joint venture is created hereby or by the other Loan Secured Debt Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Lenders, the Agents and any other Secured Party or among the Borrower Pledgors and the Lenders, the Agents and any other Secured Party.

Acknowledgments. The Borrower hereby Distributor represents, warrants and acknowledges that: (a) it A. Except as provided in this Agreement or as provided pursuant to law, no representation or statement has been advised made by counsel the Company or by any SBSI agent or representative, or relied upon by the Distributor concerning the Territory, the Company, or any other distributor concerning past or future income, expenses, sales, profits, profitability, or distributorship potential B. The general manager and Distributor have independently investigated, analyzed, and evaluated the business being offered by this Agreement, and have had the opportunity to review the Business and the related documents with legal counsel, accountants, or other advisors. The Distributor and the general manager are satisfied that it is in the negotiation, execution best interests of the Distributor and delivery of the general manager to enter into this Agreement. Dated: DIMAN DISTRIBUTORS INC. Witness/Date Corporate ▇▇▇▇ ▇▇▇▇▇ Distributor—Individual ▇▇▇▇ ▇▇▇▇▇▇▇ Distributor-Individual SPECIALTY BEVERAGE AND SUPPLEMENT INC. By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Office: CEO The Beverage supplied by the Company to the Distributor pursuant to this Agreement shall be: The Beverages shall be added to or modified in accordance with Agreement paragraph 5.04. The Schedule of Prices and Commissions shall be as follows: For all products sold via store-door delivery to retail accounts the Distributor Commission shall be as follows: 1. House Accounts shall be any accounts obtained by the Company and serviced by the Distributor. For all House Accounts, the Distributor Commission shall be 9% of the suggested per case wholesale price to the House Account customers. 2. The Distributor commissions for all accounts obtained by the Distributor shall be 12% of the suggested per case wholesale price to the non-House Account customer The Distributor Commissions for all other accounts shall be subject to notice hereinafter provided by the Company 1. The Company has no present intent to sell the distribution system or ownership interest in the Licensed Beverages to any other entity (hereinafter referred to as the “Purchasing Company”). It is agreed nonetheless that in the event that the Company sells, conveys, or assigns the distribution system or Licensed Beverages, and the other Loan DocumentsPurchasing Company does not retain the Distributor to distribute the Beverages pursuant to terms substantially similar to the Agreement, then the Distributor shall be entitled to receive a termination payment determined as follows: A. The distributors as a group shall be paid TWO AND ONE HALF (2.5%) PERCENT (hereinafter referred to as the “Distributors’ Share”) of the price paid for the distribution rights in the New York City metropolitan area. As used herein, the New York City metropolitan area shall include Nassau County, Suffolk County, the boroughs of the City of New York, and Westchester County. The Company contemplates expanding the distributor distribution system beyond the New York City metropolitan area, and so the Distributor expressly understands and acknowledges that the Distributors’ Share shall only relate to distribution rights for the New York City metropolitan area. B. The Distributors’ Share shall be divided between the Distributors in good standing on the date of sale, and will be allocated between the eligible distributors based upon each distributor’s proportionate share of the distributors’ combined sales in the New York metropolitan area for the twelve (12) month period immediately prior to the sale, conveyance, or assignment. For example, if the New York City metropolitan area distributors jointly sold ten million (10,000,000) cases of Beverages pursuant to the Agreement during said period, and an individual distributor sold one hundred thousand (100,000) cases, that distributor would be entitled to receive one percent (100,000/10,000,000) of the Distributors’ Share. The Distributor’s portion of the Distributors’ Share shall be paid on or before the closing anniversary date plus thirty (30) days. C. Notwithstanding the foregoing provisions of Rider paragraph 1, if the Distributor or its general manager becomes an employee of the Purchasing Company, or enters into a distribution agreement with the Purchasing Company on or before the first anniversary of the date of closing, then: 1. The Distributor will not be entitled to receive or retain a portion of the Distributors’ Share; (b) each Agent2. The Distributor’s proportionate share of the Distributors’ Share will be deducted from the total Distributors’ Share payment, each Lender and their Affiliates (collectively, solely for purposes will be retained by the Company; 3. Any portion of the Distributors’ Share received by the Distributor shall be returned to the Company; 4. If the Distributor or its general manager receives a payment of the Distributor’s portion of the Distributors’ Share contrary to the provisions of this paragraph, the “Lenders”), may have economic interests that conflict with those of Distributor and/or the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will general manager shall be deemed required to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and timely return such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect sums received to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoCompany; and (c) no joint venture is created hereby or by 5. The terms of this provision shall survive the other Loan Documents or otherwise exists by virtue termination of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersthis Agreement.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party Company acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making conducted its own independent judgment review and analysis of the business, assets, condition, operations and prospects of Parent and Parent Holdco LLC and acknowledges that the Company and its Representatives have been provided with access to the properties, premises and records of Parent for this purpose. In entering into this Agreement, the Company has relied solely upon its own investigation and analysis and the representations and warranties of the Parent Parties set forth in Article IV, and the Company acknowledges and agrees that, except for the representations and warranties of the Parent Parties expressly set forth in Article IV, as qualified by the Parent SEC Documents, neither Parent, nor Parent Holdco LLC, nor any of their respective Representatives nor any other Person acting on Parent’s or Parent Holdco LLC’s behalf makes or has made, and the Company is not relying on and has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Company or any of its Representatives, or otherwise with respect to such transactions Parent, Parent Holdco LLC, any of their businesses or the Combination Transactions. Without limiting the generality of the foregoing, the Company acknowledges and agrees that neither Parent, Parent Holdco LLC nor any of their respective Representatives or any other Person has made, and the process leading theretoCompany is not relying on and has not relied on, any representation or warranty to the Company or any of its Representatives with respect to (i) any projections, estimates or budgets for Parent, or (ii) any materials, documents or information relating to Parent, Parent Holdco LLC or their respective businesses made available to the Company or any of its Representatives in any “data room,” online data site, confidential memorandum, other offering materials or otherwise, except, in the case of (i) and (ii), as set forth in the representations and warranties set forth in Article IV. (b) Each of Parent and Parent Holdco LLC has conducted its own independent review and analysis of the business, assets, condition, operations and prospects of the Company, Shareablee Holdco and Shareablee Merger Sub and acknowledges that each of Parent and Parent Holdco LLC has been provided with access to the properties, premises and records of the Company, Shareablee Holdco and Shareablee Merger Sub for this purpose. Each Loan Party In entering into this Agreement, each of Parent and Parent Holdco LLC has relied solely upon its own investigation and analysis and the representations and warranties of the Company Parties set forth in Article III and in the Certificates, and each of Parent and Parent Holdco LLC acknowledges and agrees that it will not claim that that, except for the representations and warranties of the Company Parties expressly set forth in Article III, the Certificates and the Related Agreements, neither the Company, Shareablee Holdco, Shareablee Merger Sub nor any Lender of their respective Representatives nor any other Person has rendered advisory services made, and neither Parent nor Parent Holdco LLC is relying on or has relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any nature of the information provided or respectmade available to Parent or Parent Holdco LLC or any of their Representatives, or owes a fiduciary otherwise with respect to the Company, Shareablee Holdco, Shareablee Merger Sub or similar duty their respective businesses or the Combination Transactions. Without limiting the generality of the foregoing, Parent and Parent Holdco LLC acknowledge and agree that neither the Company, Shareablee Holdco, Shareablee Merger Sub nor any of their respective Representatives or any other Person has made, and neither Parent nor Parent Holdco LLC is relying on or has relied on, any representation or warranty to such Loan PartyParent or Parent Holdco LLC or any of their Representatives or any other Person with respect to (i) any projections, estimates or budgets for the Company, or (ii) any materials, documents or information relating to the Company made available to Parent, Parent Holdco LLC or any of their Representatives in any “data room,” online data site, confidential memorandum, other offering materials or otherwise, except, in connection with such transaction the case of (i) and (ii) as set forth in the representations and warranties set forth in Article III, the Certificates or the process leading thereto; andRelated Agreements. (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue The rights and remedies of the transactions contemplated hereby among Parties are cumulative and not alternative. Neither any failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or any of the Lenders documents referred to in this Agreement will operate as a waiver of such right, power, or among privilege and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the Borrower exercise of any other right, power, or privilege. To the maximum extent permitted by applicable Law, (i) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (ii) no notice to or demand on one Party will be deemed to be a waiver of any obligation of that Party or of the Lendersright of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement by such Person.

Acknowledgments. The Borrower hereby acknowledges that: (a) i. it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; ii. in connection with all aspects of each transaction contemplated hereby (b) each Agentincluding in connection with any amendment, each Lender and their Affiliates (collectively, solely for purposes waiver or other modification hereof or of this paragraphany other Loan Document), the “Lenders”Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (x) (i) no fiduciary, may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary advisory or agency relationship or fiduciary or other implied duty between the Borrower and its Subsidiaries, any Lead Arranger, the Administrative Agent, any Issuing Lender, on the one hand, and such Loan Party, its stockholders any Swing Line Lender or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents Documents, irrespective of whether any Lead Arranger, the Administrative Agent, any Issuing Lender, any Swing Line Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (including ii) the exercise of rights arranging and remedies hereunder other services regarding this Agreement provided by the Arranger, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and thereunder) the Lenders are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesLead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and the Lenders, on the otherother hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (y) (i) the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) in connection therewith none of the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and with the process leading thereto, (x) no Lender Lenders has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and not as the agent Lenders and their respective Affiliates may be engaged, for their own accounts or fiduciary the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the LeadArrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and the Lenders has any Loan Partyobligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, its management, stockholders, creditors or the Borrower hereby waives and releases any other Person. Each Loan Party acknowledges and agrees claims that it has consulted its own legal may have against any of the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Lenders with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading theretocontemplated hereby; and (c) iii. no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lead Arrangers, the Bookrunners, the Co-Manager, the Administrative Agent and the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower hereby represents, warrants, acknowledges that: and admits that (ai) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents; Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by the Administrative Agent or any Lender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the date hereof, (biii) each Agentthere are no representations, each warranties, covenants, undertakings or agreements by any Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in as to the Loan Documents except as expressly set out in this Agreement or otherwise will be deemed to create an in another Loan Document delivered on or after the date hereof, (iv) no Lender has any advisory, fiduciary or agency relationship with or fiduciary or other implied duty toward the Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between any the Borrower and the other Group Members, on one hand, and each Lender, on the one other hand, is and such Loan Partyshall be solely that of debtor and creditor, its stockholders or its affiliatesrespectively, on the other. The Loan Parties acknowledge and agree that (iprovided that, solely for purposes of Section 10.6(c) the transactions contemplated by Administrative Agent shall act as agent of the Loan Documents (including Borrower in maintaining the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading theretoRegister as set forth therein, (xvi) no Lender has assumed an advisory partnership or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates joint venture exists with respect to the transactions contemplated hereby Loan Documents between any Group Member and any Lender, (vii) the Administrative Agent is not the Borrower’s Administrative Agent, but the Administrative Agent for Lenders, provided that, solely for purposes of Section 10.6(c) the Administrative Agent shall act as agent of the Borrower in maintaining the Register as set forth therein, (viii) should an Event of Default or Default occur or exist, each Lender will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (ix) without limiting any of the exercise foregoing, the Borrower is not relying upon any representation or covenant by any Lender, or any representative thereof, and no such representation or covenant has been made, that any Lender will, at the time of rights an Event of Default or remedies Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect thereto) to any such Event of Default or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) Default or any other obligation to any Loan Party except the obligations expressly set forth in provision of the Loan Documents Documents, and (yx) each Lender is acting solely as principal and not as all Lenders have relied upon the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue truthfulness of the transactions contemplated hereby among the Lenders or among the Borrower acknowledgments in this section in deciding to execute and the Lendersdeliver this Agreement and to become obligated hereunder.

Acknowledgments. The Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Administrative Agent, Collateral Agent, Arranger or Lenders is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Administrative Agent, Collateral Agent, Arranger or Lenders have advised or are advising the Loan Parties on other matters, and the relationship between the Administrative Agent, Collateral Agent, Arranger and Lenders, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Administrative Agent, Collateral Agent, Arranger and Lenders, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Administrative Agent, Collateral Agent, Arranger and Lenders, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Administrative Agent, Collateral Agent, Arranger and Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Administrative Agent, Collateral Agent, Arranger and Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each Administrative Agent, each Collateral Agent, Arranger and Lender has been, is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Affiliates or any other Person, (g) none of the Administrative Agent, Arranger or Lenders has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such -100- #96212676v31 Administrative Agent, Arranger or Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Administrative Agent, Collateral Agent, Arranger or Lenders or among the Borrower Loan Parties and the Administrative Agent, Collateral Agent, Arranger or Lenders.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates none of the Administrative Agent or the Lenders (collectively, solely for purposes of this paragraph, the “LendersCredit Parties”), may ) will have economic interests that conflict with any obligations except those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing obligations expressly set forth herein and in the other Loan Documents or otherwise will be deemed and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the agent or fiduciary of any Loan Party, its management, stockholders, creditors Borrower or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party The Borrower agrees that it will not assert any claim that against any Lender has rendered advisory services Credit Party based on an alleged breach of any nature or respect, or owes a fiduciary or similar duty to by such Loan Party, Credit Party in connection with such transaction or this Agreement and the process leading thereto; andtransactions contemplated hereby; (c) no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction, and the Borrower shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto; (d) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Credit Parties or among the Borrower and the LendersCredit Parties; (e) each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion; and (f) each Credit Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that Company hereby acknowledges (i) the transactions contemplated by purchase and sale of the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are Underwritten Securities pursuant to this Agreement is an arm’s-length commercial transactions transaction between the LendersCompany, on the one hand, and the Loan PartiesUnderwriters and any affiliate through which it may be acting, on the other, and (ii) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (iii) the Company’s engagement of the Underwriters in connection therewith with the offering and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect up to the transactions contemplated hereby (or offering is as independent contractors and not in any other capacity. Furthermore, the exercise of rights or remedies Company agrees that it is solely responsible for making its own judgments in connection with respect thereto) or the process leading thereto offering (irrespective of whether any Lender of the Underwriters has advised, advised or is currently advising the Company on related or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person). Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party The Company agrees that it will not claim that any Lender has the Underwriters have rendered advisory services of any nature or respect, or owes a owe an agency, fiduciary or similar duty to such Loan Partythe Company, in connection with such transaction or the process leading thereto. (b) This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof; and (c) no joint venture is created The Company and each of the Underwriters hereby irrevocably waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of agency or fiduciary duty and any and all right to trial by the other Loan Documents jury in any legal proceeding arising out of or otherwise exists by virtue of relating to this Agreement or the transactions contemplated hereby among hereby. [Representative(s)] As Representatives of the Lenders several Underwriters named in Schedule I hereto, c/o [Address] Ladies and Gentlemen: Petro-Canada, a Canadian corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Basic Provisions, dated , 200 , (the “Basic Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Underwritten Securities”). The Basic Provisions are incorporated herein by reference in their entirety, and shall be deemed to be a part of this agreement (the “Terms Agreement” and, together with the Basic Provisions, the “Underwriting Agreement”) to the same extent as if such Basic Provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Underwriting Agreement, except that each representation and warranty which refers to the Pricing Disclosure Package, the Canadian Prospectus or among the Borrower U.S. Prospectus in Section 1 of the Basic Provisions shall be deemed to be a representation or warranty as of the date of the Basic Provisions in relation to the Pricing Disclosure Package, the Canadian Prospectus or the U.S. Prospectus (as therein defined), and also a representation and warranty as of the date of this Underwriting Agreement in relation to the Pricing Disclosure Package, the Canadian Prospectus or the U.S. Prospectus as amended or supplemented relating to the Underwritten Securities which are the subject of this Underwriting Agreement. Each reference to the Representatives herein and in the provisions of the Basic Provisions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Basic Provisions are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Underwritten Securities and the Lendersaddress of the Representatives are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the U.S. Prospectus, and a supplement to the Canadian Prospectus, respectively, relating to the Underwritten Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission and the Reviewing Authority. Subject to the terms and conditions set forth herein and in the Basic Provisions incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us, one for the Company and each of the Representatives plus one for each counsel, counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, By: Name: Title: By: Name: Title: Accepted as of the date hereof: For themselves and as Representatives of the other Underwriters named in Schedule I hereto: By: Name: Title: By: Name: Title: By: Name: Title: [Representative(s)] [Names of other Underwriters] $ Total $ Issuer: Petro-Canada Title of Underwritten Securities: [ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due , Aggregate principal amount: [$ ] Price to Public: % of the principal amount of the Underwritten Securities, plus accrued interest[, if any,] from to [and accrued amortization[, if any,] from to ] Purchase Price by Underwriters: % of the principal amount of the Underwritten Securities, plus accrued interest from to [and accrued amortization[, if any,] from to ] Form of Underwritten Securities: [Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Closing Date at the office of DTC or its agent.] [Definitive form, to be made available for checking and packaging at least twenty-four hours prior to the Closing Date at the office of [the Representatives]] Specified funds for payment of purchase price: Federal (same-day) funds Closing Date: a. m. (New York City time), , 20

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification of rights and remedies hereunder and thereunderany Credit Document) are an arm’s-length commercial transactions transaction between the LendersCredit Parties, on the one hand, and the Loan PartiesTerm Agent and the Lenders, on the otherother hand, and the Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, the Term Agent and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any Credit Party or any of their respective Affiliates, equity holders, creditors or employees or any other Person; (xiii) no neither the Term Agent nor any Lender has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates Credit Party with respect to the transactions any Transaction contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto thereto, including with respect to any amendment, waiver or other modification of any Credit Document (irrespective of whether the Term Agent or any Lender has advised, advised or is currently advising any of the Credit Parties or will advise any Loan Party, its stockholders or its their respective Affiliates on other matters) and none of the Term Agent or any other Lender has any obligation to any Loan Credit Party or its Affiliates with respect to the Transactions, in each case, except the those obligations expressly set forth in the Loan Documents Credit Documents; (iv) the Credit Parties and their respective Affiliates will not assert any claim based on alleged breach of fiduciary duty; (v) the Term Agent and its Affiliates and each Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and none of the Term Agent or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yvi) each neither the Term Agent nor any Lender is acting solely as principal has provided and not as the agent none will provide any legal, accounting, regulatory or fiduciary tax advice with respect to any Transactions (including any amendment, waiver or other modification of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Credit Document) and agrees that it the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against the Term Agent with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoduty; and (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby Transactions among the Lenders or among the Borrower Borrower, on the one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Borrower In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company acknowledges and agrees and it has informed its Affiliates’, that: (a) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, the Co-Arrangers and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersCompany, on the one hand, and the Loan Administrative Agent, the Joint Lead Arrangers, the Co-Arrangers and the Lender Parties, on the otherother hand; Table of Contents (b) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (c) the Company is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iid) the Administrative Agent, each Joint Lead Arranger, each Co-Arranger and each Lender Party is and has been acting solely as a principal and, except as may otherwise be expressly agreed in connection therewith writing by the relevant parties, has not been, is not, and with the process leading theretowill not be acting as an advisor, (x) no Lender has assumed an advisory agent or fiduciary responsibility in favor for the Company or any of its Affiliates, or any Loan Partyother Person; (e) none of the Administrative Agent, the Joint Lead Arrangers, the Co-Arrangers or the Lender Parties has any obligation to the Company or any of its stockholders or its affiliates respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoDocuments; and (cf) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue Administrative Agent, the Joint Lead Arrangers, the Co-Arrangers, the Lender Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and its respective Affiliates, and none of the Administrative Agent, the Joint Lead Arrangers or the Co-Arrangers has any obligation to disclose any of such interests and transactions contemplated to the Company or any of their its Affiliates. To the fullest extent permitted by law, the Company hereby among waives and releases any claims that it may have against the Lenders or among Administrative Agent, the Borrower Joint Lead Arrangers, the Co-Arrangers and the LendersLender Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecured Debt Documents to which it is a party; (bi) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Collateral Agent nor any other Agent or Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyGrantor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Secured Debt Document (irrespective of whether the Collateral Agent or any other Agent or Secured Party has advised or is currently advising any of the Grantors or their respective Affiliates on other matters) and neither the Collateral Agent or other Agent or Secured Party has any obligation to any of the Grantors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Secured Debt Documents; (ii) the Collateral Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Grantors and their respective Affiliates, and neither the Collateral Agent nor any other Agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yii) each Lender is acting solely as principal neither the Collateral Agent nor any other Agent or Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Partyother Secured Debt Document) and the Grantors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate appropriate. The Grantors hereby waive and release, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment they may have against the Collateral Agent or any other Agent or Secured Party with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; andduty; (c) no joint venture is created hereby or by the other Loan Secured Debt Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Lenders, the Agents and any other Secured Party or among the Borrower Grantors and the Lenders, the Agents and any other Secured Party.

Acknowledgments. The Borrower hereby Each of the Company and the Equityholder Representative (on behalf of itself and on behalf of the Company Participating Equityholders) acknowledges that: (a) it has been advised by counsel that from and after the Closing, except as expressly set forth in the negotiation, execution and delivery of this Agreement (including Section 2.7(f) and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”Section 2.7(g)), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) each member of the transactions contemplated by Purchaser Rights Chain Group shall have the Loan Documents right (including at its sole cost and expense) to manage and control its actions with respect to the exercise achievement of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the otherMilestone Events in Purchaser’s sole business judgment, and (ii) no member of the Purchaser Rights Chain Group owes any duty, as a fiduciary or otherwise, to the Company, any Company Participating Equityholder or any other Person in connection therewith with its operation of the Retained Business or any Exploitation of any Milestone Product or any other product or product candidate following the Closing. Each of the Company and the Equityholder Representative (on behalf of itself and on behalf of the Company Participating Equityholders) further acknowledges that, except as expressly set forth in Section 2.7(f) and Section 2.7(g), (1) Purchaser makes (A) no guarantees or promises that any Milestone Event will be achieved at all or by a specific date, or is achievable and (B) no assessments or predictions regarding the likelihood of any Milestone Event being achieved or Contingent Milestone Payment being made, (2) there is no assurance that the Company Participating Equityholders will receive any payments described in this Section 2.7 unless a Milestone Event is achieved in accordance with the process leading theretoterms hereof, (x3) no Lender Purchaser has assumed an advisory not, prior to or fiduciary responsibility after the Agreement Date, promised or projected any amounts to be received by the Company Participating Equityholders in favor respect of any Loan Partypayments described in this Section 2.7, its stockholders (4) none of the Company, the Equityholder Representative or its affiliates any Company Participating Equityholder is relying on or has relied on any promises, projections, representation or warranty of any kind or other information, documents or materials (or absence thereof) in respect of any payments described in this Section 2.7, including with respect to the transactions contemplated hereby operation of the business of any member of the Purchaser Rights Chain Group following the Closing, (5) the members of the Purchaser Rights Chain Group do not have any obligation, express or implied, to own, operate, use, license, or otherwise Exploit the exercise assets of rights the Retained Business in order to maximize or remedies expedite the payments described in this Section 2.7, including any obligation to pursue particular business opportunities, engage in particular advertising or marketing campaigns or otherwise, (6) Purchaser is under no obligation to seek accelerated Regulatory Approval of a Milestone Product and (7) no member of the Purchaser Rights Chain Group will be liable to any Company Participating Equityholder for any incidental damages, punitive damages, or, to the extent not reasonably foreseeable, consequential damages arising out of the failure to satisfy the conditions to the payment of any Contingent Milestone Payment, whether Liability is asserted in tort or contract, or otherwise. Except with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the Purchaser’s obligations expressly set forth in Section 2.7(i), each of the Loan Documents Company and the Equityholder Representative (yon behalf of itself and on behalf of the Company Participating Equityholders) each Lender is acting solely as principal and not as the agent hereby (A) disclaims reliance on any such promises, projections, representations, warranties or fiduciary of any Loan Partyother information, its managementdocuments or materials (or absence thereof), stockholders, creditors or any other Person. Each Loan Party acknowledges (B) understands and agrees that any such promises, representations, warranties, projections and other information, documents and materials described in the preceding sentence (or absence thereof) are specifically disclaimed by the Purchaser Rights Chain Group and (C) waives any right it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment may otherwise have with respect to any such transactions promises, projections, representations, warranties or other information, documents or materials (or absence thereof). The Parties intend the express provisions of this Section 2.7 to govern their contractual relationship and the process leading thereto. Each Loan Party agrees to supersede any standard of efforts or implied covenant of good faith and fair dealing that it will not claim that might otherwise be imposed by any Lender has rendered advisory services of any nature court or respect, other Governmental Entity or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersotherwise.

Acknowledgments. The Borrower hereby Each of the parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates) that: : (a) it has been advised by counsel in the negotiation, execution Acquiror Representations constitute the sole and delivery exclusive representations and warranties of this Agreement Acquiror and the other Loan Documents; PubCo; (b) each Agent, each Lender the Seller Representations constitute the sole and their Affiliates exclusive representations and warranties of such Sellers; (collectively, solely c) except for purposes of this paragraphthe Company Representations by the Company, the “Lenders”)Acquiror Representations by Acquiror, may have economic interests that conflict with those and the Seller Representations, none of the Loan Partiesparties hereto or any other Person makes, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in or has made, any other express or implied representation or warranty with respect to any party hereto (or any party’s Affiliates) or the Loan Documents Transactions and all other representations and warranties of any kind or otherwise will be deemed to create an advisory, fiduciary nature expressed or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (including (i) regarding the transactions contemplated by completeness or accuracy of, or any omission to state or to disclose, any information, including in the Loan Documents estimates, projections or forecasts or any other information, document or material provided to or made available to any party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any party hereto (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the otheror any party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any party’s or its Subsidiaries’ assets) are specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or its Subsidiaries); and (d) each party hereto and its respective Affiliates and its and their respective Representatives are not relying on and have not relied on, any representations or warranties in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory Transactions or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party otherwise except the obligations Company Representations by the Company, the Acquiror Representations by Acquiror and PubCo, the Seller Representations by the Sellers and the other representations expressly set forth made by a Person in the Loan Documents and Ancillary Agreements (y) each Lender of which is acting being made solely as principal by the Person expressly making such representation in the applicable Ancillary Agreement and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or by any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders).

Acknowledgments. The Borrower hereby acknowledges that: + I (awe) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those acknowledge receipt of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in final Prospectus of the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, fund and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties further acknowledge and agree that that: (i) the transactions contemplated by Prospectus is printed in English and that I (we) have read and understand the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and Prospectus; (ii) I am (we are) entering into an investment in connection therewith the fund relying solely on the terms and with conditions of the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly offering as set forth in the Loan Documents Prospectus and in this Subscription Agreement; and (yiii) each Lender I (we) agree to abide by the terms and conditions of the Prospectus, as may be amended from time to time. + I (we) acknowledge the following: the fund is acting solely an illiquid investment and is suitable only for investors who can bear the risks associated with the limited liquidity of the fund and should be viewed as principal a long-term investment; the fund will ordinarily declare and pay dividends from its net investment income. However, the amount of distributions that the fund may pay, if any, is uncertain. + I (we) or an adviser or consultant I (we) relied upon in reaching a decision to subscribe have such knowledge and experience in financial, tax and business matters as to enable me (us) or such adviser or consultant to evaluate the merits and risks of an investment in the fund and to make an informed investment decision with respect thereto. (I am (we are) not as relying upon the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible fund’s investment advisers for making its own independent judgment guidance with respect to such transactions tax or other legal considerations.) + I am (we are) permitted by applicable law and regulation to make an investment in the process leading theretofund, and I (we) have satisfied any special suitability or other applicable requirements of my (our) state or country of residence and/or the state or country of residence in which the subscription occurs. Each Loan Party agrees + I (we) acknowledge that it will not claim neither the fund nor its advisers have solicited my (our) investment in the fund. + I (we) understand and acknowledge that any Lender has rendered advisory services an investment in the fund may subject me (us) to US taxation (the amount of any nature tax liability will depend on a number of factors), and I (we) should obtain my (our) own advice as to whether I (we) will be liable for any US tax as a result of an investment in the fund. + I (we) acknowledge that the fund reserves the right, in its absolute discretion, to reject this and any other subscription, in whole or respectin part. + If signing on behalf of a legal entity, I (we) certify: I am an (we are) authorized representative(s) of the entity, and I (we) understand that Invesco Investment Services, Inc. will use this document for the purpose of verifying the identity of the beneficial owners and control person as required by federal law. I (we) hereby certify, to the best of my (our) knowledge, that the information provided in the table in Section 3E is complete and correct. + I (we) certify under penalties of perjury that: 1. The number shown on this application is my (our) correct Taxpayer Identification Number, and 2. I am (we are) not subject to backup withholding because: (a) I am (we are) exempt from backup withholding, or owes (b) I (we) have not been notified by the Internal Revenue Service (IRS) that I am (we are) subject to backup withholding as a fiduciary result of a failure to report all interest or similar duty to such Loan Partydividends, in connection with such transaction or the process leading thereto; and (c) the IRS has notified me that I am (we are) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.longer subject to backup withholding, and

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiationEach Agent, execution and delivery each Letter of this Agreement and the other Loan Documents; (b) each AgentCredit Issuer, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 13.14, the “Lenders”), ) may have economic interests that conflict with those of the Loan PartiesParent Guarantors, the Borrower and their Subsidiaries, their respective stockholders and/or their affiliatesrespective affiliates (collectively, solely for purposes of this Section 13.14, the “Credit Parties”). Each Loan Credit Party hereby acknowledges and agrees that that: (a) nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Credit Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that ; (b) (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Credit Party, its management, stockholders, creditors or any other Person; and (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Parent Guarantors, the Borrower and the Lenders. Each Loan Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Credit Party, in connection with such transaction or the process leading thereto; and . 13.15 WAIVERS OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (cWHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED

Acknowledgments. The Borrower hereby (i) Each Seller Party acknowledges that:that the contingent right of Seller to receive the Contingent Consideration Payment, if any, pursuant to this Section 1.3, (A) is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon Seller only the rights of a general, unsecured creditor under applicable Law), (B) will not be represented by any form of certificate or instrument, (C) does not give Seller any dividend rights, voting rights, liquidation rights, preemptive rights, or other rights of holders of equity securities, (D) is not assignable or otherwise transferable by Seller except by operation of Law (and any purported assignment or transfer in violation hereof shall be null and void ab initio), and (E) is subject and subordinated to Buyers’ and their respective Affiliates’ institutional debt financing contracts outstanding as of the Effective Date and any restrictions set forth in such contracts, provided that the obligation to make the Contingent Consideration Payment shall remain outstanding until such time as the Contingent Consideration Payment is made pursuant to this Agreement. (aii) it The Parties hereto acknowledge that: (A) there are no assurances that the Seller Parties will receive any Contingent Consideration Payment and Buyer has been advised by counsel in not promised or projected any Contingent Consideration Payment, (B) the negotiation, execution and delivery Parties hereto solely intend the express provisions of this Agreement and to govern their contractual relationship; (C) no Party is relying on the other Loan Documents; (b) each Agentpast performance or financial results, each Lender and their Affiliates (collectivelyor assets, solely for purposes of this paragraphfacilities or personnel, the “Lenders”), may have economic interests that conflict with those of the Loan Partiesbusiness of the Seller, Buyer, or their stockholders and/or their affiliates. Each Loan Party agrees that nothing in respective Affiliates; and (D) all matters relating to the Loan Documents or otherwise calculation of the Contingent Consideration Payment will be deemed to create an advisorydetermined by Buyer in good faith and, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyapplicable, in connection accordance with such transaction or the process leading thereto; and (c) no joint venture is created hereby or GAAP, as reasonably determined by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Buyer in accordance with Buyer’s and the Lendersits Affiliates’ normal accounting and reporting practices as in effect from time to time.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in Borrower and each other Credit Party party hereto acknowledges and agrees that, both before and after giving effect to this Agreement, Borrower and each such other Credit Party is, jointly and severally, indebted to the negotiation, execution and delivery of this Agreement Lenders and the other Loan Documents;Secured Parties for the Obligations, without defense, counterclaim or offset of any kind. Borrower and each other Credit Party party hereto hereby ratifies and reaffirms the validity, enforceability and binding nature of such Obligations both before and after giving effect to this Agreement (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity). Borrower and each other Credit Party party hereto confirms and agrees that the Obligations include the 2023 Incremental Term A Loans. (b) Borrower and each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan other Credit Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that party hereto hereby (i) ratifies and reaffirms its obligations under the transactions contemplated Credit Documents to which it is a party and its prior grant and the validity and enforceability (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity) of the Loan Liens and security interests granted to Collateral Agent for the benefit of the Secured Parties to secure all of the Obligations by Borrower and each such other Credit Party pursuant to the Credit Documents (including the exercise to which any of rights Borrower or such other Credit Party is a party and remedies hereunder hereby confirms and thereunder) are arm’s-length commercial transactions between the Lendersagrees that, on the one handafter giving effect to this Agreement, all such Liens and security interests are, and the Loan Partieseach such Credit Document is, on the otherand shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects and (ii) in connection therewith the case of each Guarantor, ratifies and with reaffirms its guaranty of the process leading theretoObligations. Without limiting the generality of the foregoing, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Security Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue all of the transactions contemplated hereby among Collateral described therein do and shall continue to secure the Lenders or among payment of all Obligations of the Borrower Credit Parties under the Credit Documents, as amended by, and the Lendersafter giving effect to, this Agreement.

Acknowledgments. The Borrower 1.01 Each of the Loan Parties hereby acknowledges and agrees, upon execution and delivery of this Agreement, but subject to the terms of this Agreement, that: (a) it has been advised by counsel The recital of facts set forth in the negotiation, execution and delivery of this Agreement is true and the other Loan Documentscorrect in all material respects; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes As of this paragraphthe Effective Date, the “Lenders”), may have economic interests that conflict with those of amount owed by the Loan Parties, their stockholders and/or their affiliatesParties under the Credit Agreement is (i) $829,125,000.00 in principal amount of Term Loans and (ii) $4,389,152.16 in due and unpaid interest in respect of Term Loans. Each Loan Party further acknowledges, confirms and agrees that nothing such Obligations, together with all other outstanding Obligations owed or owing, pursuant to the terms of the Credit Documents, including interest, fees, expenses, premiums and other charges, are validly and unconditionally owed or owing thereunder, and each Loan Party is jointly and severally obligated with respect thereto. The foregoing amounts do not include other fees, expenses (including professional fees and expenses), and other Obligations and amounts that are chargeable or otherwise reimbursable under the Credit Agreement and the other Credit Documents or that are payable pursuant to this Agreement. As of the Effective Date (as defined below), neither the Borrower nor any other Loan Party has any rights of offset, defenses, claims or counterclaims with respect to the Obligations or any payment obligation under this Agreement, and each Loan Party is jointly and severally obligated with respect thereto, in each case, in accordance with the terms of the applicable Credit Documents and, with respect to payment obligations hereunder, this Agreement; (c) The Specified Default constitutes an Event of Default under the Credit Agreement without the need for any notice to the Loan Parties and has not been cured by the Loan Parties. As a consequence thereof, and subject to and but for the terms of this Agreement, the Supporting Lenders and the Agent are free to exercise the Rights and Remedies without the need for any notice to the Loan Parties; (d) The Loan Parties hereby ratify and affirm the Credit Documents and acknowledge that the Credit Documents are and shall remain unchanged and in full force and effect. The Loan Parties agree that the Credit Documents constitute valid and binding obligations and agreements of Loan Parties enforceable by the Agent and the Lenders and the Agent against Loan Parties in accordance with their respective terms (except for limitations on enforceability under bankruptcy, reorganization, insolvency, and other similar laws affecting creditors’ rights generally and limitations on the availability of the remedy of specific performance imposed by the application of general equitable principles); (e) The Loan Parties hereby ratify and affirm that the Agent has a perfected security interest in the Loan Documents Collateral in accordance with the Credit Documents; (f) The Supporting Lenders have not waived, released, or otherwise will be deemed to create an advisorycompromised, fiduciary do not hereby waive, release, or agency relationship or fiduciary or other implied duty between any Lender, on the one handcompromise, and such Loan Partymay never waive, its stockholders release, or its affiliatescompromise any events, on occurrences, acts, or omissions that may constitute or give rise to any Defaults or Events of Default, including without limitation the otherSpecified Default, that existed or may have existed, exist or may presently exist, or may arise in the future, nor does any Supporting Lender waive any Rights and Remedies, including without limitation, the right to direct the Agent to commence to exercise the remedy of foreclosure as to any property pledged as collateral in connection with the Credit Documents. The Loan Parties acknowledge and agree that the Supporting Lenders have made no representations as to what actions, if any, they will take after the Forbearance Period (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handas defined below), and the Loan Partieseach Supporting Lender hereby specifically reserves any and all rights, on the otherremedies, and claims it has (iiafter giving effect hereto) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby Specified Default and any other Default and/or Event of Default that may occur; (g) The execution, delivery and performance of this Agreement shall not: (i) constitute a novation of the Obligations or an extension, modification, or waiver of any aspect of any of the Credit Documents; (ii) extend the maturity of the Obligations or the exercise due date of rights any payment or remedies performance of any Obligations or other obligations under the other Loan Documents or payable in connection with the Loan Documents; (iii) give rise to any obligation on the part of the Supporting Lenders to extend, modify or waive any term or condition of the Credit Documents; (iv) establish any course of dealing with respect theretoto the Credit Documents; or (v) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation give rise to any Loan Party except defenses or counterclaims to the obligations expressly right of the Supporting Lenders to compel payment of the Obligations or otherwise enforce their rights and remedies set forth in the Loan Documents after the Termination Date (as defined below); (h) The Loan Parties have requested the Supporting Lenders’ forbearance as set forth in this Agreement, which provides benefits to the Loan Parties; (i) The Supporting Lenders’ agreement to forbear in the exercise of their Rights and (y) each Lender is acting Remedies solely as principal to the Specified Default shall not, except as expressly provided herein, invalidate, impair, negate, or otherwise affect the Agent’s or Supporting Lenders’ ability to exercise their Rights and Remedies under the Credit Documents or otherwise; (j) Each Loan Party further acknowledges, confirms and agrees that the Borrower is liable for all fees and expenses of the Agent, including the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) and FTI Consulting, Inc. (“FTI” and collectively with ▇▇▇▇▇ ▇▇▇▇, the “Advisors”), as counsel and financial advisor, respectively, to JPMorgan Chase Bank, N.A., as Agent and lender under the Credit Agreement, pursuant to, and in accordance with, Section 10.04 of the Credit Agreement, that such amounts are validly and unconditionally owed or owing thereunder, that each Credit Party is jointly and severally obligated with respect thereto, and that the Borrower will pay all such amounts in full not as later than ten (10) Business Days after receipt by the agent Borrower of an invoice for any such fees and expenses; (k) For the avoidance of doubt and without limiting the generality of the Credit Documents or fiduciary the terms of this Agreement, to the extent that the Credit Agreement or any other Credit Document prohibits, restricts or limits the use of, or reliance on, any “basket”, exception or carveout, or any other provision, by any of the Loan Parties or any of their respective Subsidiaries at any time when a Default or Event of Default has occurred or is continuing (or requires that no Default or Event of Default shall have occurred or shall be continuing, or otherwise conditions the availability of, or the ability or right of any Loan Party, its management, stockholders, creditors Party or any Subsidiary thereof to rely on or take any action pursuant to, any right, basket, carveout, exception or other Person. Each provision, on no Default or Event of Default having occurred or continuing), then, notwithstanding the forbearance obligations provided herein or anything else in this Agreement, such prohibition, restriction or limitation (and any such condition, as applicable) shall continue to apply during the Forbearance Period and thereafter and at all times when such Default or Event of Default exists or is continuing, and nothing herein shall be construed as permitting the Loan Party acknowledges Parties or any of their respective Subsidiaries to take any action that is not permitted to be taken upon the occurrence and agrees that it has consulted its own legal and financial advisors during the continuance of a Default or Event of Default pursuant to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and terms of the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services Credit Documents, without the written consent of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoRequired Supporting Lenders; and (cl) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue As of the transactions contemplated hereby among the Lenders or among the Borrower and the LendersOctober 11, 2024, all Revolving Credit Commitments were terminated.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in Each party understands, acknowledges and agrees that except for (i) instances of Fraud, (ii) the negotiationparties’ right to seek specific performance or injunctive relief pursuant to Section 11.19, execution and delivery (iii) the parties’ rights and obligations pursuant to Section 1.03, from and after the Closing, the indemnification provided to the parties pursuant to, and subject to the terms and conditions of, this Article 9 will be the sole and exclusive remedy of the parties with respect to the subject matter of this Agreement or the transactions contemplated hereby. Buyer acknowledges and agrees that the Buyer Indemnitees may not avoid such limitation on liability by (x) seeking damages for breach of contract, tort or pursuant to any other Loan Documents;theory of liability, all of which are hereby waived or (y) asserting or threatening any claim against any Person that is not a party (or a successor to a party) for breaches of the representations, warranties and covenants contained in this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit or restrain (whether a temporal limitation, a dollar limitation or otherwise) the ability of any Person to seek remedies against any other Person for Fraud. (b) each AgentTHE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND SELLER IN ARTICLES 3 AND 4 HEREOF AND IN THE TRANSACTION DOCUMENTS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, each Lender and their Affiliates AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (collectivelyINCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, solely for purposes of this paragraphRESULTS OF OPERATIONS, the “Lenders”)ASSETS OR LIABILITIES OR AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROMOTED TO BUYER OF THE COMPANY OR TO ANY ENVIRONMENTAL, may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that HEALTH OR SAFETY MATTERS) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND SELLER AND ARE NOT BEING RELIED UPON BY BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. (ic) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated Buyer hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted not relied upon any statements, information, material, representations, warranties or financial projections delivered or made available to Buyer or its own legal and financial advisors representatives (including representations as to the extent it deemed appropriate accuracy or completeness of any such information) other than the representations and warranties contained in Article 3 or Article 4 of this Agreement and in the Transaction Documents. Buyer acknowledges and agrees that, except as expressly provided in this Agreement or any Transaction Document, neither the Seller nor any of their direct or indirect Affiliates, directors, officers, members, employees or representatives will have or be subject to any liability to Buyer or any of its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, or reliance on (including with respect to accuracy or completeness), any information, statements, material or financial projections prepared by the Company, the Seller or their respective Affiliates delivered or made available to Buyer or its representatives or any information, document or material made available to Buyer or its Affiliates or representatives in certain “data rooms” and online “data sites,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with ▇▇▇▇▇’s investigation of the Company, ▇▇▇▇▇ has received from or on behalf of the Company certain projections, including projected statements of operating revenues and income from operations of the Company and certain business plan information of the Company. Buyer acknowledges that it there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is responsible familiar with such uncertainties, that Buyer is taking full responsibility for making its own independent judgment evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer will have no claim against Seller or any other Person with respect thereto. Accordingly, the Seller and the Company make no representations or warranties whatsoever with respect to such transactions estimates, projections and other forecasts and plans (including the process leading thereto. Each Loan Party reasonableness of the assumptions underlying such estimates, projections and forecasts), and ▇▇▇▇▇ agrees that it will has not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersrelied thereon.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, i) neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Agent nor any other Agent or Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Pledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Party, its stockholders Document (irrespective of whether the Agent or any other Agent or Secured Party has advised or is currently advising the Pledgor or its affiliates respective Affiliates on other matters) and neither the Agent or other Agent or Secured Party has any obligation to the Pledgor or its respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (ii) the Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgor and its respective Affiliates, and neither the Agent nor any other Agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal neither the Agent nor any other Agent or Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any other Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Document) and agrees that it the Pledgor has consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party The Pledgor agrees that it will not claim that the Agent or any Lender other Agent or Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partythe Pledgor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Agents and any other Secured Party or among the Borrower Pledgor, the Agents and the Lendersany other Secured Party.

Acknowledgments. The Borrower hereby acknowledges that: (a) it Each Party acknowledges that such Party has been advised represented by counsel of such Party’s choice throughout all negotiations that have preceded the execution of this Agreement, and that such Party has executed the same with the advice of such counsel. Each Party and its counsel cooperated and participated in the negotiation, execution drafting and delivery preparation of this Agreement and the other Loan Documents;documents referred to herein, and any and all drafts relating thereto exchanged among the Parties will be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each Party, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation. (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted such Party will cause his, her or its own legal Affiliates, Associates and financial advisors their respective employees and other representatives to comply with the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services terms of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; andthis Agreement. (c) no joint venture is created hereby or by Each Party acknowledges that the other Loan Documents Company has engaged certain third party advisors and incurred fees and expenses in connection with the consent solicitation commenced in relation to the Consent Statement, and that, notwithstanding any change in the composition of the Board or otherwise exists by virtue resulting from this Agreement or such consent solicitation, such fees and expenses remain, until satisfied in full, the obligations of the transactions contemplated hereby among Company. In addition, each Party acknowledges that nothing in this Agreement shall limit or prevent the Lenders or among Consent Participants from seeking reimbursement from the Borrower Company for their fees and expenses in connection with the consent solicitation commenced in relation to the Consent Statement. (d) The Consent Participants acknowledge that they understand their respective obligations under applicable federal and state securities laws, and the LendersParties acknowledge that none of the provisions herein shall in any way limit the activities of the Consent Participants or their Representatives in their respective ordinary course of business as long as such activities do not violate applicable law (including applicable state and federal securities laws and fiduciary duties imposed under applicable law) or the obligations specifically agreed to under this Agreement.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsCredit Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, i) neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Administrative Agent nor any other Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyGrantor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or any other Secured Party has advised or is currently advising any of the Grantors or their respective Affiliates on other matters) and neither the Administrative Agent or other Secured Party has any obligation to any of the Grantors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; (ii) the Administrative Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Grantors and their respective Affiliates, and neither the Administrative Agent nor any other Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal neither the Administrative Agent nor any other Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Partyother Credit Document) and the Grantors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party Grantor agrees that it will not claim that the Administrative Agent or any Lender other Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyGrantor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Lenders, the Administrative Agent and any other Secured Party or among the Borrower Grantors and the Lenders, the Administrative Agent and any other Secured Party.

Acknowledgments. The Borrower Each Borrower, on behalf of itself and each of its Restricted Subsidiaries, hereby represents, warrants, acknowledges that: and admits that (ai) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) it has made an independent decision to enter into this Agreement and the other Loan Documents; Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the date hereof, (biii) there are no representations, warranties, covenants, undertakings or agreements by any Lender as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the date hereof, (iv) no Lender has any fiduciary obligation toward such Borrower with respect to any Loan Document or the transactions contemplated thereby, (v) the relationship pursuant to the Loan Documents between such Borrower and the other Group Members, on one hand, and each AgentLender, each Lender on the other hand, is and their Affiliates (collectivelyshall be solely that of debtor and creditor, respectively, provided that, solely for purposes of this paragraph, the “Lenders”Section 12.6(c), Administrative Agent shall act as agent of such Borrower in maintaining the Register as set forth therein, (vi) no partnership or joint venture exists with respect to the Loan Documents between any Group Member and any Lender, (vii) Administrative Agent is not such Borrower’s Administrative Agent, but Administrative Agent for Lenders, provided that, solely for purposes of Section 12.6(c) Administrative Agent shall act as agent of such Borrower in maintaining the Register as set forth therein, (viii) each Agent-Related Person, each Lender and each Lender Affiliate may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisoryAffiliates, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (iix) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersAgent-Related Persons, the Lenders and the Lender Affiliates, on the one hand, and the Loan Parties, Parties on the other, and (ii) in connection therewith and with the process leading thereto, (x) should an Event of Default or Default occur or exist, each Lender will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, (xi) without limiting any of the foregoing, such Borrower is not relying upon any representation or covenant by any Lender, or any representative thereof, and no such representation or covenant has been made, that any Lender has assumed will, at the time of an advisory Event of Default or fiduciary responsibility in favor of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Party, its stockholders or its affiliates Documents with respect to the transactions contemplated hereby (any such Event of Default or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) Default or any other obligation to any Loan Party except the obligations expressly set forth in provision of the Loan Documents Documents, and (yxii) each Lender is acting solely as principal and not as all Lenders have relied upon the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue truthfulness of the transactions contemplated hereby among the Lenders or among the Borrower acknowledgments in this section in deciding to execute and the Lendersdeliver this Agreement and to become obligated hereunder.

Acknowledgments. The Borrower Each of the Credit Parties hereby acknowledges acknowledge that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and any Notes and the other Loan Documents; (b) each of the Administrative Agent, each Joint Lead Arranger and each Lender and their Affiliates is acting solely pursuant to a contractual relationship on an arm's length basis with respect to this Agreement (collectively, solely for purposes of this paragraph, including in connection with determining the “Lenders”), may have economic interests that conflict with those terms of the Loan PartiesLoans) and not as a financial advisor or a fiduciary to any Credit Party or any other person. Additionally, their stockholders and/or their affiliates. Each Loan each Credit Party agrees acknowledges that nothing neither the Administrative Agent nor any Joint Lead Arranger nor any Lender is advising any Credit Party or any other person as to any legal, tax, investment, accounting or regulatory matters in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the otherjurisdiction. The Loan Credit Parties acknowledge shall consult with their own advisors concerning such matters and agree that (i) shall be responsible for making their own independent investigation and appraisal of the transactions contemplated by hereby, and neither the Loan Documents (including Administrative Agent nor any Joint Lead Arranger nor any Lender shall have any responsibility or liability to the exercise of rights Credit Parties with respect thereto. The relationship between Administrative Agent and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Credit Parties and the Lenders; and (d) the Credit Parties further acknowledge and agree that any review by the Administrative Agent, any Joint Lead Arranger or any Lender of the Credit Parties, this Agreement, the terms of the Loans and other matters relating thereto will be performed solely for the benefit of the Administrative Agent, the Joint Lead Arrangers and the Lenders and shall not be on behalf of any Credit Party or any other Person.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in relationship between the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderBorrower, on the one hand, and such Loan Partythe Lead Arranger and the Lenders, its stockholders on the other hand, will be solely that of obligor and lender, and no fiduciary duty on the part of any of the Lead Arranger or the Lenders will be deemed to have arisen in connection with any of the transactions contemplated hereby or any communications in connection therewith. The Lead Arranger, the Lenders and their respective Lender Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its affiliates, on and none of the otherLead Arranger, the Lenders and their respective Lender Affiliates have any obligation to disclose any of such interests to the Borrower or any of its affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Lead Arranger and the Lenders with respect to any breach or alleged breach of fiduciary duty in connection with any aspect of any transaction contemplated hereby. The Loan Parties acknowledge Borrower, on behalf of itself and agree its Subsidiaries, acknowledges that (i) the transactions and the facilities contemplated by the Loan Documents this Agreement (including the exercise of rights and remedies hereunder and thereunderhereunder) are arm’s-length commercial transactions between and that the LendersLead Arranger and each of the Lenders is acting as principal and, on except as otherwise expressly agreed in writing by the one handrelevant parties, has not been, is not, and the Loan Partieswill not be acting as an advisor, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory agent or fiduciary responsibility in favor for the Borrower and its Subsidiaries, any of any Loan Party, its stockholders or its their respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent person or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersentity.

Acknowledgments. The Borrower hereby acknowledges that: : (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; ; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.105

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party Company acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making conducted its own independent judgment review and analysis of the business, assets, condition, operations and prospects of Parent and Merger Sub and acknowledges that the Company and its Representatives have been provided with access to the properties, premises and records of Parent for this purpose. In entering into this Agreement, the Company has relied solely upon its own investigation and analysis and the representations and warranties of Parent and Merger Sub set forth in Article IV, and the Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Sub expressly set forth in Article IV, as qualified by the Parent SEC Documents, neither Parent, nor Merger Sub, nor any of their respective Representatives nor any other Person acting on Parent’s or Merger Sub’s behalf makes or has made, and the Company is not relying on and has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Company or any of its Representatives, or otherwise with respect to such transactions Parent, Merger Sub, any of their businesses or the Merger. Without limiting the generality of the foregoing, the Company acknowledges and agrees that neither Parent, nor Merger Sub nor any of their respective Representatives or any other Person has made, and the process leading theretoCompany is not relying on and has not relied on, any representation or warranty to the Company or any of its Representatives with respect to (a) any projections, estimates or budgets for Parent or (b) any materials, documents or information relating to Parent, Merger Sub or their respective businesses made available to the Company or any of its Representatives in any “data room,” online data site, confidential memorandum, other offering materials or otherwise, except, in the case of (a) and (b), as set forth in the representations and warranties set forth in Article IV. (b) Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, assets, condition, operations and prospects of the Company and acknowledges that each of Parent and Merger Sub has been provided with access to the properties, premises and records of the Company for this purpose. Each Loan Party In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its own investigation and analysis and the representations and warranties of the Company set forth in this Agreement or in the Certificates, and each of Parent and Merger Sub acknowledges and agrees that it will not claim that that, except for the representations and warranties of the Company expressly set forth in Article III, the Certificates or the Related Agreements, neither the Company nor any Lender of its Representatives nor any other Person acting on the Company’s behalf makes or has rendered advisory services made, and neither Parent nor Merger Sub is relying on or has relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any nature of the information provided or respectmade available to Parent or either Merger Sub or any of their Representatives, or owes a fiduciary otherwise with respect to the Company, its business or similar duty the Merger. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge and agree that neither the Company nor any of its Representatives or any other Person has made, and neither Parent nor Merger Sub is relying on or has relied on, any representation or warranty to such Loan PartyParent or either Merger Sub or any of their Representatives or any other Person with respect to (a) any projections, estimates or budgets for the Company or (b) any materials, documents or information relating to the Company made available to Parent, Merger Sub or any of their Representatives in any “data room,” online data site, confidential memorandum, other offering materials or otherwise, except, in connection with such transaction the case of (a) and (b), as set forth in the representations and warranties set forth in Article III, the Certificates or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the LendersRelated Agreements.

Acknowledgments. The Borrower Each of US Holdings, TCEH and TCEH Finance hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents Loans provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Loan Document) are an arm’s-length commercial transactions transaction between US Holdings, TCEH, TCEH Finance and the Lendersother Loan Parties, on the one hand, and the Loan PartiesAdministrative Agent, the Lenders and the other Agents on the otherother hand, and US Holdings, TCEH, TCEH Finance and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent and the other Agents is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any of US Holdings, TCEH, TCEH Finance, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (xiii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of US Holdings, TCEH, TCEH Finance or any other Loan PartyParty with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any other Agent has advised or is currently advising US Holdings, TCEH, TCEH Finance, the other Loan Parties or their respective Affiliates on other matters) and neither the Administrative Agent or any other Agent has any obligation to US Holdings, TCEH, TCEH Finance, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (iv) the Administrative Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of US Holdings, TCEH, TCEH Finance and their respective Affiliates, and neither the Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principal neither the Administrative Agent nor any other Agent has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any other Loan PartyDocument) and each of US Holdings, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges TCEH and agrees that it TCEH Finance has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party of US Holdings, TCEH and TCEH Finance agrees that it will not to claim that the Administrative Agent or any Lender other Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyUS Holdings, TCEH, TCEH Finance or any other Affiliates, in connection with such transaction the transactions contemplated hereby or the process leading theretohereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among US Holdings, TCEH and TCEH Finance, on the Borrower one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Each of Holdings, Hexion and the Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Lenders is intended to be or has been advised created in respect of any of the transactions contemplated by counsel in the negotiation, execution and delivery of this Agreement and or the other Loan Documents; (b) each Agent, each irrespective of whether any Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each has advised or is advising any Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or on other implied duty between any Lender, on the one handmatters, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lenders, on the one hand, and (ii) in connection therewith and with the process leading theretoLoan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Lenders, (xc) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their Affiliates or any other person, (g) no Lender has assumed an advisory any obligation to the Loan Parties or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Loan Parties and the Lenders.

Acknowledgments. The Borrower Borrowers hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are an arm’s-length commercial transactions transaction between the LendersBorrowers and the other Credit Parties, on the one hand, and the Loan PartiesAdministrative Agent, the Lenders and the other Agents on the otherother hand, and the Borrowers and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); and (ii) the Borrowers and the other Credit Parties are capable of evaluating and understanding, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (i) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrowers, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees, or any other Person; (xii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrowers or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or other Agent has advised or is currently advising the Borrowers, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent has any obligation to the Borrowers, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan other Credit Documents and (yiii) the Administrative Agent, each Lender is acting solely as principal other Agent and not as each Affiliate of the agent foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and neither the Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; (c) neither the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any Loan Partyother Credit Document) and the Borrowers have consulted their own legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has deemed appropriate appropriate. Each of the Borrowers hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against the Administrative Agent or any other Agent with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction the transactions contemplated hereby or the process leading thereto; and (cd) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Borrowers, on the one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecured Debt Documents to which it is a party; (bi) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Collateral Agent nor any other agent or Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyPledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Secured Debt Document (irrespective of whether the Collateral Agent or any other agent or Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Collateral Agent or other agent or Secured Party has any obligation to any of the Pledgors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Secured Debt Documents; (ii) the Collateral Agent and its Affiliates, each other agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgors and their respective Affiliates, and neither the Collateral Agent nor any other agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal and not as neither the Collateral Agent nor any other agent or fiduciary Secured Party has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any Loan Partyother Secured Debt Document) and the Pledgors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party Pledgor agrees that it will not claim that the Collateral Agent or any Lender other agent or Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyPledgor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Secured Debt Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Lenders, any agent and any other Secured Party or among the Borrower Pledgors and the Lenders, any agents and any other Secured Party.

Acknowledgments. The Borrower hereby acknowledges that: : (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; ; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.110

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent(i) no fiduciary, each advisory or agency relationship between it and any Arranger, Agent or Lender and their Affiliates (collectively, solely for purposes is intended to be or has been created in respect of this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the other Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by hereby or thereby, irrespective of whether such Arranger, Agent or Lender is advising the Loan Documents Borrower on other matters, (including the exercise of rights and remedies hereunder and thereunderii) are arm’s-length commercial transactions between the Lenderssuch parties, on the one hand, and the Loan PartiesBorrower, on the otherother hand, have an arms' length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty on the part of such parties, (iii) the Borrower is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (iv) the Borrower has been advised that such parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower's interests and that such parties have no obligation to disclose such interests and transactions to the Borrower by virtue of any fiduciary, advisory or agency relationship, and (iiv) in connection therewith and with the process leading theretoBorrower waives, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (fullest extent permitted by law, any claims it may have against such parties for breach of fiduciary duty or the exercise alleged breach of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges duty and agrees that it such parties shall have no liability (whether direct or indirect) to the Borrower in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Borrower, including the Borrower's stockholders, employees or creditors; (c) None of the Arranger, Agent or Lenders is advising the Borrower as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Borrower has consulted with its own legal advisors concerning such matters and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment investigation and appraisal of the transactions contemplated by this Agreement, and such parties shall have no responsibility or liability to the Borrower with respect thereto. Any review by such parties of the transactions contemplated by this Agreement or other matters relating to such transactions will be performed solely for the benefit of such parties and shall not be on behalf of the process leading thereto. Each Loan Party agrees that it will not claim that Borrower or any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoits Affiliates; and (cd) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arranger, the Agents and the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are an arm’s-length commercial transactions transaction between the LendersBorrower and the other Credit Parties, on the one hand, and the Loan PartiesAdministrative Agent, the Lenders and the other Agents on the otherother hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); and (ii) the Borrower and the other Credit Parties are capable of evaluating and understanding, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (i) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrower, any other Credit Parties or any of their respective 224 Affiliates, stockholders, creditors or employees, or any other Person; (xii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrower or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or other Agent has advised or is currently advising the Borrower, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent has any obligation to the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan other Credit Documents and (yiii) the Administrative Agent, each Lender is acting solely as principal other Agent and not as each Affiliate of the agent foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and their Affiliates, and neither the Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; (c) neither the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any Loan Partyother Credit Document) and the Borrower have consulted their own legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has deemed appropriate appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against the Administrative Agent or any other Agent with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction the transactions contemplated hereby or the process leading thereto; and (cd) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Borrower, on the one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Borrower hereby acknowledges thatEach of the parties to this Agreement represents, warrants, agrees and acknowledges, that the following statements are all true and correct and are factually accurate in all respects as they relate to such party: (a) it The provisions contained in this Agreement constitute a compromise of disputed claims, including, without limitation, all claims arising or which may arise under the Merger Agreement and all representations, warranties, and indemnifications contained therein. This Agreement shall not in any way be construed as an admission by any party hereto of any unlawful, wrongful or invalid act. (b) Each Party to this Agreement has the authority to execute this Agreement and any other document to which reference is made herein, to which such party may be a party thereto, including, without limitation, signatures made in any representative capacity on behalf of a party hereto or thereto, on behalf of the entities they represent pursuant to due authority validly conferred which has not been advised by counsel in rescinded, revoked or altered to dilute the negotiationeffect thereof, and that all actions necessary to authorize the execution and delivery of this Agreement and the other Loan Documents;performance of the obligations of the parties hereunder has been taken and has not been rescinded, revoked or altered to dilute the effect thereof. This Agreement does not violate or will not violate any agreement or contract to which any of the parties is a party thereto or which, to the best of the parties' knowledge, any of the parties is bound. Except as required by the terms of this Agreement, the performance of this Agreement does not require the consent of any person, entity, court, or government agency. (bc) each AgentThis Agreement constitutes the entire agreement between the parties as to its subject matter, each Lender and their Affiliates (collectivelyis, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those upon full performance of the Loan Partiesparties' obligations hereunder, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, full settlement and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise satisfaction of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions all disputes between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory parties. This Agreement supersedes any oral or fiduciary responsibility in favor of any Loan Party, its stockholders written prior agreement or its affiliates understandings with respect to the transactions contemplated hereby (subject matter hereof. Neither the parties nor their agents shall be bound by any oral or written terms, conditions or representations not herein written or attached. Neither prior drafts of this Agreement nor the fact that one party or the exercise other was the author of rights this Agreement shall be used in any action involving the interpretation or remedies enforcement of this Agreement. (d) This Agreement shall inure to the benefit of, and shall be binding upon, the heirs, successors, and assigns of the parties hereto as well as each party's present and former affiliated corporations, predecessors, parent corporations, subsidiaries, divisions, operating companies, officers, directors, agents, employees, administrators, representatives and shareholders. However, except as expressly provided herein, this Agreement is not for the benefit of any person not a party hereto or specifically identified as a beneficiary herein, and is not intended to constitute a third party beneficiary contract. (e) No Waiver by any party of any failure or refusal of any other party to comply with respect thereto) or the process leading thereto (irrespective any of whether its obligations under this Agreement shall be deemed a waiver of any Lender has advised, is currently advising or will advise any Loan Party, its stockholders other obligations of such party or its Affiliates on subsequent failure or refusal to so comply. (f) The parties hereto shall, from time to time, at their own reasonable expense, execute, deliver, and cause to be duly filed any statement, instrument, agreement or other matters) document and take such action as shall be reasonably required in order to confirm or any other obligation validate this Agreement and enable the parties to any Loan Party except the obligations expressly set forth in the Loan Documents obtain its full benefit and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment make all disclosures with respect to such transactions this Agreement as may be required by applicable law, provided, however, that ▇▇▇▇▇▇▇▇ hereby agrees to provide reasonable assistance regarding the financial statements of BCC that shall be reasonably required by BHC in order to complete the filing of BHC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 and Quarterly Report on Form 10-QSB for the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respectfiscal quarter ending March 31, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders2002.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (a) it (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Agent, any Issuing Lender, any Swingline Lender or any Lender is intended to be or has been advised created in respect of the transactions contemplated hereby or by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each , irrespective of whether any Agent, each any Issuing Lender, any Swingline Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and their Affiliates (collectively, solely for purposes of other services regarding this paragraphAgreement provided by the Agents, the “Issuing Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Swingline Lenders and the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Lenders are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAgents, the Issuing Lenders, the Swingline Lenders and the Lenders, on the otherother hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Agents, the Issuing Lenders, the Swingline Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) in connection therewith none of the Agents, the Issuing Lenders, the Swingline Lenders and with the process leading thereto, (x) no Lender Lenders has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal the Agents, the Issuing Lenders, the Swingline Lenders and not as the agent Lenders and their respective Affiliates may be engaged, for their own accounts or fiduciary the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agents, the Issuing Lenders, the Swingline Lenders and the Lenders has any Loan Partyobligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, its management, stockholders, creditors or the Borrower hereby waives and releases any other Person. Each Loan Party acknowledges and agrees claims that it has consulted its own legal may have against the Agents, the Issuing Lenders, the Swingline Lenders and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Lenders with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents Facility and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification of rights and remedies hereunder and thereunderany Credit Document) are an arm’s-length commercial transactions transaction between the LendersCredit Parties, on the one hand, and the Loan PartiesAdministrative Agent and the Lenders, on the otherother hand, and the Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto any Transaction, each of the Administrative Agent and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any Credit Party or any of their respective Affiliates, equity holders, creditors or employees or any other Person; (xiii) no neither the Administrative Agent, any Joint Bookrunner, any Joint Lead Arranger, nor any Lender has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates Credit Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) any Transaction or the process leading thereto thereto, including with respect to any amendment, waiver or other modification of any Credit Document (irrespective of whether the Administrative Agent, any Joint Bookrunner, any Joint Lead Arranger or any Lender has advised, advised or is currently advising any Credit Party or will advise any Loan Party, its stockholders or its their respective Affiliates on other matters) and none of the Administrative Agent, any Joint Bookrunner, any Joint Lead Arranger or any other Lender has any obligation to any Loan Credit Party or their respective Affiliates with respect to the Transactions, in each case, except the those obligations expressly set forth in the Loan Documents Credit Documents; (iv) the Credit Parties and their respective Affiliates will not assert any claim based on alleged breach of fiduciary duty; (v) the Administrative Agent and its Affiliates and each Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and none of the Administrative Agent or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yvi) each neither the Administrative Agent nor any Lender is acting solely as principal has provided and not as the agent none will provide any legal, accounting, regulatory or fiduciary tax advice with respect to any Transaction (including any amendment, waiver or other modification of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Credit Document) and agrees that it the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against the Administrative Agent with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoduty; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.