Common use of Agent Individually Clause in Contracts

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder that is also a Lender shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumLoan Documents, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; an Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Holdings or any Subsidiary of its Subsidiaries or other Affiliate thereof as if such Person person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Holdings or another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the each Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the such Agent’s Group. None of the Agent Agents nor any member of the any Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Administrative Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person person serving as Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the any Agent’s Group of information (including the Information MemorandumBorrower Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the any Agent or any member of the any Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the any Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder Agent, if a Lender hereunder, shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 11.2 as “Activities”) and may engage in the Activities with or on behalf of one the Company or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Company and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Company or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Company and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Company and its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthe Company) or to account for any revenue or profits obtained in connection with the Activities, Activities except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Company and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum“Information” as defined in Section 12.6) concerning the Borrowers Company or their its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual (other than the administrative duties of the Agent expressly provided hereunder) duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Company or their its Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumLoan Documents, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requiresindicated, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one the Borrower or more of the Borrowers or their its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableNotes) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor or any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency AddendumNotes). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableNotes) nor or (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account, except that the Agent shall deliver or otherwise make available to each Lender such documents as are expressly required by this Agreement to be transmitted by the Agent to the Lenders.

Agent Individually. (a) The Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumLoan Documents, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary of their Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumBorrower Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including including, without limitation limitation, any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender (to the extent it is also a Lender) as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the Agent hereunder in its individual capacitycapacity as a Lender, if applicable. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate Affiliates thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as the Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.2 (Agent Individually) as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Transaction Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of Neither the Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as the Agent being a member of the such Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumTransaction Documents, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Transaction Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum Agreement or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum hereunder and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum Notes or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates of Borrowers and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective AffiliatesAffiliates of Borrowers), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliatesand Affiliates thereof. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their and Affiliates of Borrowers (including information concerning the ability of the Borrowers to perform their respective the obligations hereunder, of Borrowers hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Borrowers or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers and their AffiliatesAffiliates of Borrowers) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers or their Affiliates of Borrowers (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, of Borrowers hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers or their AffiliatesAffiliates of Borrowers) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder Agent, if a Bank hereunder, shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; Agent and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 11.2 as “Activities”) and may engage in the Activities with or on behalf of one the Company or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Company and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Company or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Company and its Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Company and its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthe Company) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Company and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum“Information” as defined in Section 12.6) concerning the Borrowers Company or their its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual (other than the administrative duties of the Agent expressly provided hereunder) duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Company or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary of their Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including including, but not limited to, trust, investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Company, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumCompany Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary of its Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumBorrower Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any the Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumConfidential Information) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the any Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the any Local Currency Addendum or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the any Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the any Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the any Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; an Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Holdings or any Subsidiary of its Subsidiaries or other Affiliate thereof as if such Person person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Holdings or another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the each Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the such Agent’s Group. None of the Agent Agents nor any member of the any Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Administrative Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person person serving as Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the any Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the any Agent or any member of the any Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the any Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (ba) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks. (ca) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Administrative Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 10.2 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Credit Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Credit Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or another Credit Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Credit Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Credit Parties or their Affiliates (including information concerning the ability of the Borrowers Credit Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Credit Party or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Administrative Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers Credit Parties or their Affiliates (including information concerning the ability of the Borrowers Credit Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Credit Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum Agreement or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum hereunder and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum Notes or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 ‎Section 9.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual indivi ual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary of their Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (ba) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including including, but not limited to, trust, investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Company, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (cb) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumCompany Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary of their Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrowers, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumBorrower Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder Agent, if a Lender hereunder, shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (ba) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 11.2 as “Activities”) and may engage in the Activities with or on behalf of one the Company or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Company and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Company or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Company and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Company and its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthe Company) or to account for any revenue or profits obtained in connection with the Activities, Activities except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (cb) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Company and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum“Information” as defined in Section 12.6) concerning the Borrowers Company or their its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual (other than the administrative duties of the Agent expressly provided hereunder) duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Company or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary of their Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (ba) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including including, but not limited to, trust, investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Company, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (cb) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumCompany Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one the Company or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Company and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Company or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Company and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Company and its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableNotes) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company, any Borrower Designated Subsidiary or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Company and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Company or their its Affiliates (including information concerning the ability of the Borrowers Company and the Designated Subsidiaries to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableNotes) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Company or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder Agent, if a Lender hereunder, shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 11.2 as “Activities”) and may engage in the Activities with or on behalf of one the Company or more of its Affiliates and may indirectly hold equity interests in the Borrowers or their respective AffiliatesCompany. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Company and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Company or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Company and its Affiliates. Each Bank Lender understands and agrees that in engaging in the ActivitiesActivities or in its capacity as equity holder, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Company and its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities Activities, its capacity as equity holder or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthe Company) or to account for any revenue or profits obtained in connection with the Activities, Activities or its capacity as equity holder except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Company and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum“Information” as defined in Section 12.6) concerning the Borrowers Company or their its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual (other than the administrative duties of the Agent expressly provided hereunder) duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Company or their its Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Loan Parties or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Loan Parties or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or Loan Parties and their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or Loan Parties and their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower the Loan Parties or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Borrower and its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the any Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the any Local Currency Addendum or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks.. Caterpillar: Confidential Green 78 (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the any Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the any Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the any Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or 62 undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder JPMorgan Chase Bank, N.A., Citicorp USA, Inc. and Wachovia Bank, N.A. shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; an Agent and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person JPMorgan Chase Bank, N.A., Citicorp USA, Inc. and Wachovia Bank, N.A. serving as the an Agent hereunder in its individual capacity. Such Person JPMorgan Chase Bank, N.A., Citicorp USA, Inc. and its Affiliates Wachovia Bank, N.A. and their respective affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof affiliate of the Borrower as if such Person it were not the an Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agenteach of JPMorgan Chase Bank, N.A., Citicorp USA, Inc. and Wachovia Bank, N.A., acting in its individual capacity, and its Affiliates their respective affiliates (collectively, the “Agent’s GroupAgent Groups”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective Affiliatesits affiliates. Furthermore, the Agent’s Group Agent Groups may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its their own account or on behalf of others (including the Borrowers Borrower and their Affiliates its affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower, or their respective Affiliatesits affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Borrower or their Affiliatesits affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group Agent Groups may receive or otherwise obtain information concerning the Borrowers Borrower or their Affiliates its affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s an Agent Group. None of the No Agent nor any member of the Agent’s Group Agent Groups shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate affiliate of any the Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Servicing Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Servicing Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group Agent Groups or their respective customers (including the Borrowers Borrower and their Affiliatesits affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group Agent Groups is or shall be required to restrict its activities as a result of the Person serving as Agent JPMorgan Chase Bank, N.A., Citicorp USA, Inc. and Wachovia Bank, N.A. being a member of the Agent’s GroupAgent Groups, and that each member of the Agent’s Group Agent Groups may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group Agent Groups of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their Affiliates its affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the Agent’s Group Agent Groups to any Bank including any such duty that would prevent or restrict the Agent’s Group Agent Groups from acting on behalf of customers (including the Borrowers Borrower or their Affiliatesits affiliates) or for its their own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary of their Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (ba) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrowers, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (cb) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.Loan

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one Borrower or more of the Borrowers or their its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary of their 89 DOCPROPERTY "DocID" \* MERGEFORMAT 8646838.2 Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumBorrower Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including including, without limitation limitation, any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any the Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers any Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableNotes) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one Borrower or more of the Borrowers or their its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary of its Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumBorrower Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such Table of Contents duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any the Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account. .

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or and their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or and their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Borrowers or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers a Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumCompany Information) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder that is also a Lender shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumLoan Documents, (ii) the receipt by the an Agent’s ​ Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks.investment (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumLoan Documents, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Administrative Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Administrative Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the Administrative Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Administrative Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Administrative Agent’s Group. None of the Administrative Agent nor any member of the Administrative Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any the Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Administrative Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Administrative Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Administrative Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Administrative Agent being a member of the Administrative Agent’s Group, and that each member of the Administrative Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Administrative Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Administrative Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Administrative Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks.. Caterpillar: Confidential Green (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum to be transmitted by the Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.. Caterpillar: Confidential Green

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one the Borrower or more of the Borrowers or their its Affiliates. Each Bank understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any the Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the Banks. (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks (including the interests of the Banks hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, Agreement or the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers a Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their Jabil Credit Agreement respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumCompany Information) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Borrower or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one the Borrower or more of the Borrowers or their its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder that is also a Lender shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumLoan Documents, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or ​ contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any the Borrower) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumBorrower Information) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise rise, except as expressly set forth herein, to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower, the Guarantor or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 11.2 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their its respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one the Borrower or more of the Borrowers or their its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their its respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerits Affiliates) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender party. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, its Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account. (d) If the Agent notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (e)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this clause (d) shall be conclusive, absent manifest error. (e) Without limiting immediately preceding clause (d), each Lender or any Person who has received funds on behalf of a Lender hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case: (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and (ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 11.2(e). (f) Each Lender hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Agent to such Lender from any source, against any amount due to the Agent under immediately preceding clause (d) or under the indemnification provisions of this Agreement. (g) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (d), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to the Platform as to which the Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”). (h) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrower or any other Credit Party for the purpose of making such Erroneous Payment. (i) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine (j) Each party’s obligations, agreements and waivers under this Section 11.2(j) shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Guarantor or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Guarantor or another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumConfidential Information) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one Borrower or more of the Borrowers or their its Affiliates. Each Bank Borrower understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account, except as explicitly set forth in the Margin Loan Documentation.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of Avago Credit Agreement business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or Loan Parties and their AffiliatesAffiliates . Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or Loan Parties and their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. In acting as agent hereunder, the Agent shall be regarded as acting through its agency division which shall be treated as a separate division from any other of its divisions or departments and, notwithstanding the foregoing provisions of this Article XIII, any information received by some other division or department of the Agent may be treated as confidential and shall not be regarded as having been given to the Agent’s agency division. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, Lenders hereunder or under the Local Currency Addendum and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumCompany Information) concerning the Borrowers or Loan Parties and their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or Loan Parties and their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Banks. (b) Each Bank DIP Lender understands that the Person serving as DIP Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Credit Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Affiliates. Each Bank DIP Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information (other than information required to be delivered by the DIP Agent to the DIP Lenders pursuant to this Agreement) concerning the Borrowers Credit Parties or their Affiliates (including information concerning the ability of the Borrowers Credit Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks DIP Lender that are not members of the Agent’s Group. None of the The DIP Agent nor any member of the Agent’s Group shall have any no duty to disclose to any Bank DIP Lender, or use on behalf of the BanksDIP Lenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Credit Party or any Affiliate of any BorrowerCredit Party) or to account for any revenue or profits obtained in connection with the Activities, except that the DIP Agent shall deliver or otherwise make available to each Bank DIP Lender such documents as are expressly required and provide such notifications as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the DIP Agent to the BanksDIP Lenders. (cb) Each Bank DIP Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks DIP Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum DIP Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank DIP Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as DIP Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankDIP Lender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Credit Parties or their Affiliates (including information concerning the ability of the Borrowers Credit Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, fiduciary or equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the DIP Agent or any member of the Agent’s Group to any Bank DIP Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Credit Parties or their Affiliates) or for its own account, except that the DIP Agent shall perform all of its obligations that are expressly required by this Agreement or any other Loan Document to which it is a party.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Obligors or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor therefore to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Obligors or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Obligors and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers an Obligor or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Obligors or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Obligors or their Affiliates (including information concerning the ability of the Borrowers Obligors to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableFinance Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Obligor or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Obligors and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, Lenders under the Local Currency Addendum and under the Japan Local Currency AddendumFinance Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumFinance Documents, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers Obligors or their Affiliates (including information concerning the ability of the Borrowers Obligors to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableFinance Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Obligors or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 11.2 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their its respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one the Borrower or more of the Borrowers or their its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their its respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerits Affiliates) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender Party. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, its Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Borrower or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; , and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers any Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or and their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Company and its Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers Company or their its Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary of their Subsidiaries or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrowers, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers Loan Parties or their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, Obligations hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any BorrowerLoan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, under the Local Currency Addendum Lenders hereunder and under the Japan Local Currency Addendum). Each Bank agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Bank. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information Memorandum) concerning the Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicable) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or their Affiliates) or for its own account.Loan

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one the Company or more of the Borrowers or their respective its Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Company and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Company or their respective its Affiliates), including trading 42 in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Company and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Company and its Affiliates (including information concerning the ability of the Borrowers Company to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableNotes) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Company, any Borrower Designated Subsidiary or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Company and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency Addendum, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Company or their its Affiliates (including information concerning the ability of the Borrowers Company and the Designated Subsidiaries to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableNotes) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers Company or their its Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder that is also a Lender shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information ​ ​ concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumLoan Documents, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary Loan Parties or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 10.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Loan Parties or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or Loan Parties and their Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or Loan Parties and their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower the Loan Parties or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumLoan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Loan Parties or their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Loan Parties or their Affiliates) or for its own account.

Agent Individually. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one or more of the Borrowers Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or Loan Parties and their AffiliatesAffiliates . Each Bank Lender understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Borrowers or Loan Parties and their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the Agent’s Group. None of the Agent nor any member of the Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower Loan Party or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum any Loan Document to be transmitted by the Agent to the BanksLenders. In acting as agent hereunder, the Agent shall be regarded as acting through its agency division which shall be treated as a separate division from any other of its divisions or departments and, notwithstanding the foregoing provisions of this Article XIII, any information received by some other division or department of the Agent may be treated as confidential and shall not be regarded as having been given to the Agent’s agency division. (c) Each Bank Lender further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Borrowers Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks hereunder, Lenders hereunder or under the Local Currency Addendum and under the Japan Local Currency Addendumother Loan Documents). Each Bank Lender agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumAgreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including the Information MemorandumCompany Information) concerning the Borrowers or Loan Parties and their Affiliates (including information concerning the ability of the Borrowers Loan Parties to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Agent or any member of the Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrowers or Loan Parties and their Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers any Borrower or any Subsidiary or other Affiliate Affiliates thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 8.02 as “Activities”) and may engage in the Activities with or on behalf of one any Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers any Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one any Borrower or more of the Borrowers or their its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or and their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities Activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumMargin Loan Documentation, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers any Borrower or their its Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Margin Loan Documentation) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers any Borrower or their its Affiliates) or for its own account.

Agent Individually. (a) The Each Person serving as the an Agent hereunder that is also a Lender shall have the same rights and powers in its capacity as a Bank Lender as any other Bank Lender and may exercise the same as though it were not the Agent; such Agent and the term “BankLender” or “BanksLenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the each Person serving as the an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the an Agent hereunder and without any duty to account therefor to the BanksLenders. (b) Each Bank Lender understands that the each Person serving as an Agent, acting in its individual capacity, and its Affiliates (collectively, the an “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.02 9.02 as “Activities”) and may engage in the Activities with or on behalf of one the Borrower or more of the Borrowers or their respective its Affiliates. Furthermore, the an Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Borrowers Borrower and their its Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrowers Borrower or their respective its Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Borrowers or their Borrower and its Affiliates. Each Bank Lender understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Borrower and its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, hereunder or under the Local Currency Addendum, if applicable, and under the Japan Local Currency Addendum, if applicableother Loan Documents) which information may not be available to any of the Banks Lenders that are not members of the an Agent’s Group. None of the No Agent nor any member of the such Agent’s Group shall have any duty to disclose to any Bank Lender or use on behalf of the BanksLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any the Borrower or any Affiliate of any Borrowerthereof) or to account for any revenue or profits obtained in connection with the Activities, except that the an Agent shall deliver or otherwise make available to each Bank Lender such documents as are expressly required by this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum Agreement to be transmitted by the an Agent to the BanksLenders. (c) Each Bank Lender further understands that there may be situations where members of the an Agent’s Group or their respective customers (including the Borrowers Borrower and their its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Banks Lenders (including the interests of the Banks Lenders hereunder, under the Local Currency Addendum and under the Japan Local Currency Addendum). Each Bank Lender agrees that no member of the an Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any BankLender. None of (i) this Agreement, the Notes, the Local Currency Addendum or the Japan Local Currency AddendumLoan Documents, (ii) the receipt by the an Agent’s Group of information (including the Information MemorandumInformation) concerning the Borrowers Borrower or their its Affiliates (including information concerning the ability of the Borrowers Borrower to perform their respective its obligations hereunder, under the Local Currency Addendum, if applicable, hereunder and under the Japan Local Currency Addendum, if applicableother Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the an Agent or any member of the such Agent’s Group to any Bank Lender including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Borrowers Borrower or their its Affiliates) or for its own account.