Common use of Certain Acknowledgements Clause in Contracts

Certain Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangers.

Certain Acknowledgements. The Borrower hereby (a) Seller acknowledges and agrees that Buyer may be irreparably harmed if Seller or its subsidiaries or controlled Affiliates in any other manner breach the covenants contained in this Section 11 (athe “Restrictive Covenants”) no fiduciaryand that any such breach would result in a substantial loss of goodwill by Buyer. Seller further acknowledges and agrees that the Restrictive Covenants and agreements set forth in this Section 11 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, advisory and that Buyer would not obtain the full benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Seller breached the provisions of this Section 11. Seller acknowledges that the restrictions set forth in this Section 11 are reasonable and necessary to protect the goodwill of the Business being purchased by Buyer hereunder. If, at the time of enforcement of the Restrictive Covenants, a court shall hold that the duration, scope or agency relationship between area restrictions stated herein are unreasonable under circumstances then existing, the Borrower parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the Credit Parties is intended court shall be allowed and directed to be revise the restrictions contained herein to cover the maximum period, scope and area permitted by applicable Legal Requirements. (b) If either Seller or has been created in respect a subsidiary or controlled Affiliate of Seller breaches, or threatens to commit a breach of, any of the transactions contemplated by this Agreement or Restrictive Covenants, Buyer shall have the other Loan Documentsfollowing rights and remedies, irrespective each of whether which rights and remedies shall be independent of the Credit Parties have advised or are advising the Borrower on other mattersothers and severally enforceable, and the relationship between the Credit Parties, on the one handeach of which is in addition to, and the Borrowernot in lieu of, on the any other hand, rights and remedies available to Buyer at law or in connection herewith and therewith is solely that of creditor and debtor, equity: (bi) the Credit Partiesright and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship it being agreed that does not directly any breach or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part threatened breach of the Credit Parties, Restrictive Covenants would cause irreparable injury to Buyer and that money damages would not provide an adequate remedy; and (cii) the Borrower is capable right and remedy to require Seller or such subsidiary or controlled Affiliate to account for and pay over to Buyer any profits, monies, accruals, increments or other benefits derived or received by such Person as the result of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions any transactions constituting a breach of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the ArrangersRestrictive Covenants.

Certain Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangers.

Certain Acknowledgements. (a) The Borrower hereby parties hereto have determined that it is essential to realizing the value of the Acquired Assets, including the Goodwill, acquired pursuant to this Agreement, that Buyer obtain the agreements of Seller and the Stockholders (together, the “Restricted Persons” and each, a “Restricted Person”) set forth in this Agreement, including undertakings of each Restricted Person to protect certain Business Proprietary Information and Confidential Records and not to engage in the solicitation of certain personnel or Customers and of certain Restricted Persons not to engage in certain competitive activities, and as to certain other matters, all as provided in this Agreement. Accordingly, Buyer has required that the covenants and agreements contained in this Article X be delivered in this Agreement as a condition to Buyer’s willingness to enter into the transactions contemplated by this Agreement, and each Restricted Person has agreed to do so. (b) Each Restricted Person acknowledges and agrees that (a) no fiduciaryit is fair, advisory or agency relationship between reasonable and necessary, for the Borrower protection of the value of the business, operations, prestige, reputation and goodwill of the Credit Parties is intended Business and of the Acquired Assets to be or has been created sold by Seller and purchased by Buyer hereunder, that each Restricted Person make the agreements and covenants contained in respect of any of this Agreement applicable to such Restricted Person. (c) Each Restricted Person acknowledges that Buyer would not consummate the transactions contemplated by this Agreement or without the other Loan Documentsassurance that each Restricted Person will not engage in any of the activities prohibited by Sections 10.3, irrespective 10.4 and 10.5 applicable to such Restricted Person for the periods set forth therein. Each Stockholder understands that the provisions of whether the Credit Parties have advised or are advising the Borrower on other mattersSections 10.3, 10.4 and the relationship between the Credit Parties10.5, on the one handas may be applicable, and the Borrower, on the other hand, may limit such Stockholder’s ability to earn a livelihood in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length a business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty similar to the Borrower or their affiliates on Business, but nevertheless agrees and hereby acknowledges that the part consideration provided under this Agreement is sufficient to justify the restrictions contained in such provisions. Each Restricted Person agrees to restrict such Restricted Person’s actions as provided for in Sections 10.3, 10.4 and 10.5. Each Restricted Person further acknowledges that the scope and duration of the Credit Partiesrestrictions set forth in Sections 10.3, (c) 10.4 and 10.5 are reasonable in light of the Borrower is capable of evaluating specific nature and understanding, and the Borrower understands and accepts, the terms, risks and conditions duration of the transactions contemplated by this Agreement and the other Loan Documentspayments made under this Agreement to Seller, (d) of which the Borrower has been advised Stockholders are the sole stockholders. In consideration thereof, and in light of each such Stockholder’s education, skills and abilities, each Stockholder agrees not to assert in any forum that the Credit Parties are engaged in provisions of Sections 10.3, 10.4 and 10.5 applicable to such Stockholder prevent such Stockholder from earning a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents living or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties are void or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangersunenforceable or should be held void or unenforceable.

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the BorrowerBorrowers, any of its Affiliates their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower Borrowers or its their Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower Borrowers or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower Borrowers and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent Agent, the Other Agents and the Arrangers.

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangers.acting

Certain Acknowledgements. The Borrower hereby Except as otherwise expressly set forth in ARTICLE III or ARTICLE IV (as qualified by the Disclosure Schedule), Sellers expressly disclaim any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Business or the assets of the Business, and Sellers disclaim any representation or warranty of merchantability, usage, suitability or fitness for any particular purposes with respect to the assets of the Business, or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “AS IS, WHERE IS” on the Closing Date, and in their present condition, and Buyer will rely on its own examination and investigation thereof. Buyer acknowledges and agrees that it is not relying on any statement or representation made by or on behalf of Sellers (aincluding any statement or representation made in any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information) except as specifically set forth in ARTICLE III or ARTICLE IV (as qualified by the Disclosure Schedule) and that no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or Person has been created in respect of authorized by Sellers to make any of representation or warranty relating to Sellers, any Acquired Company, the transactions contemplated by this Agreement Purchased IP or the other Loan Documents, irrespective of whether the Credit Parties have advised Business or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, otherwise in connection herewith and therewith is solely that of creditor and debtorwith the Transactions, except as specifically set forth in ARTICLE III or ARTICLE IV (b) as qualified by the Credit Parties, on the one hand, and the Borrower, on the other hand, have an armDisclosure Schedule). Sellers are relying upon Buyer’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by acknowledgement in this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged Section 10.7 in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of entering into this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal andAgreement, except as otherwise expressly agreed set forth in writing ARTICLE III or ARTICLE IV (as qualified by it and the relevant partiesDisclosure Schedule), has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or no Seller nor any other Person, (g) none of Person will have or be subject to any Liability to Buyer resulting from the Credit Parties has any obligation distribution to the Borrower Buyer or its Affiliates with respect to Representatives or Buyer’s use of any information regarding Sellers, the transactions contemplated by this Agreement Acquired Companies, the Purchased IP or the other Loan Documents except those obligations Business not expressly set forth herein in this Agreement, including any projections or therein other information provided by or in any other express writing executed and delivered by such Credit Party and on behalf of Sellers relating to the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents Transactions or otherwise exists by virtue set forth in the Business Financial Information. Nothing in this Agreement shall, or shall be deemed to limit, any Party’s ability to make a claim or bring a cause of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangersaction for fraud.

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the BorrowerBorrowers, any of its Affiliates their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower Borrowers or its their Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower Borrowers or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangers.the

Certain Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower▇▇▇▇▇▇▇▇, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangers.

Certain Acknowledgements. The Borrower hereby Purchaser, the Seller and each Seller Owner acknowledge that (i) the Company engages in a competitive business, (ii) the Seller Owners’ services and responsibilities are of particular significance to the Business, (iii) the Seller Owners’ positions within the Business place them in a position of confidence and trust with the customers, clients, suppliers and employees of the Business, and/or (iv) the Seller Owners’ positions within, and the Company’s operation of, the Business provide them with access to Confidential Information and opportunities that are valuable and material to the Business and the competitive position of the Business and (v) the Purchaser is relying on such access, opportunities, experience and/or skill with, and special knowledge of, the Business, as set forth in clauses (i)–(iv), in order to assure the Purchaser that it will retain the value, including the goodwill, of the Business as a “going concern,” and therefore the Purchaser has required that the covenants and agreements contained in this Section 7.4 be delivered in this Agreement, which the Seller and each Seller Owner acknowledges and agrees that (a) no fiduciary, advisory are in addition to the covenants set forth in any applicable employment or agency relationship other Contract between the Borrower and the Credit Parties is intended to be Purchaser or has been created in respect of any of its Affiliates (including, after the transactions contemplated by this Agreement or Closing, the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit PartiesCompany), on the one hand, and the BorrowerSeller or any Seller Owner, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty as a condition to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating Purchaser’s willingness to enter into this Agreement and understanding, and the Borrower understands and accepts, the terms, risks and conditions of to consummate the transactions contemplated by this Agreement Agreement, and the other Loan DocumentsPurchaser, (d) the Borrower Seller and each Seller Owner has been advised agreed to do so. The Purchaser, the Seller and each Seller Owner acknowledge and agree that it is fair, reasonable and necessary, for the protection of the value of the Business and the operations, prestige, reputation and goodwill of the Business and of the purchase thereof by the Purchaser hereunder, that the Credit Parties are engaged Purchaser, the Seller and each Seller Owner make the agreements and covenants contained in this Agreement. Further, each Seller Owner acknowledges and agrees that such Seller Owner will directly or indirectly receive a broad range substantial payment in respect of transactions that may involve interests that differ the sale of the Company Securities and other valuable consideration from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the ArrangersPurchaser specified herein.

Certain Acknowledgements. The Borrower (a) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person is making any representations or warranties whatsoever, express or implied, at law or in equity, beyond those expressly given by the Company in Article IV (as modified by the Company Disclosure Schedule), and the certificate delivered to Parent and Merger Sub pursuant to Section 7.2(b), and any representations or warranties other than those set forth in Article IV (as modified by the Company Disclosure Schedule) and certificate delivered to Parent and Merger Sub pursuant to Section 7.2(b) are hereby disclaimed and waived. Each of Parent and ▇▇▇▇▇▇ Sub hereby acknowledges and agrees that to such disclaimer and waiver of any representations or warranties beyond those expressly given by the Company in Article IV (aas modified by the Company Disclosure Schedule) no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties certificate delivered to Parent and Merger Sub pursuant to Section 7.2(b). Each of Parent and ▇▇▇▇▇▇ Sub acknowledges and agrees that, except for the representations and warranties contained in Article IV and the certificate delivered to Parent and Merger Sub pursuant to Section 7.2(b), the assets and the business of the Company and the Subsidiaries are being transferred on a “where is” and, as to condition, “as is” basis. (b) Each of Parent and Merger Sub further acknowledges and agrees that none of the Company, the Unitholders, any of their Affiliates or any other Person will have or be subject to any Liability or indemnification obligation on any basis (including in contract or tort, under applicable federal or state securities Laws or otherwise) to Parent or any other Person resulting from the sharing with Parent, Merger Sub or its representatives, or Parent’s or Merger Sub’s use of any information, documents, projections, forecasts or other materials made available to Parent, Merger Sub or their representatives in the electronic data room established by or on behalf of the Company in connection with the Transactions or management presentations (or omissions therefrom) in expectation of the Transactions or otherwise. It is intended understood and Parent and Merger Sub acknowledge that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to Parent or Merger Sub are not and shall not be deemed to be or to include representations and warranties (express or implied) of the Company, the Subsidiaries, their respective Affiliates or representatives or any other Person (including as to the accuracy or completeness of any such information), and no Person will have or be subject to any objection or Liability to Parent or the Surviving Company or any other Person resulting from the distribution to Parent or the Surviving Company or its representatives or Parent’s or Surviving Company’s use of, any such information. Each of Parent and ▇▇▇▇▇▇ Sub acknowledges and agrees that they have conducted to their satisfaction, their own independent investigation of the condition, operations and business of the Company and the Subsidiaries and, in making their determination to proceed with the Transactions, Parent and ▇▇▇▇▇▇ Sub have relied on the results of their own independent investigation. Each of Parent and Merger Sub acknowledges that they are informed and sophisticated Persons, and have engaged advisors experienced in the evaluation and purchase of companies such as the Company and the Subsidiaries as contemplated hereunder. (c) In furtherance of the foregoing, and not in limitation thereof, Parent and Merger Sub specifically acknowledge and agree that none of the Company, the Unitholders or their respective Affiliates or any other Person makes or has been created in made any representation or warranty, express or implied, with respect to any financial projection, forward-looking statement, forecast, estimate and business plan information delivered to Parent or Merger Sub with respect to the performance of the Company or its Subsidiaries either before or after the Closing Date. Parent and Merger Sub acknowledge and agree, on its own behalf and on behalf of its former, current or future Affiliates, representatives or any of their respective assignees or successors or any former, current or future Affiliate, representative, assignee or successor of any of the transactions contemplated by this Agreement or foregoing, that (i) such projections, forward-looking statements, forecasts, estimates and business plan information are being provided solely for the other Loan Documents, irrespective convenience of whether Parent and Merger Sub to facilitate its own independent investigation of the Credit Parties have advised or are advising the Borrower on other matters, Company and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtorits Subsidiaries, (bii) the Credit Partiesthere are uncertainties inherent in attempting to make such projections, on the one handforward-looking statements, forecasts, estimates and the Borrowerbusiness plan information, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part (iii) Parent and Merger Sub are familiar with such uncertainties and (iv) Parent and Merger Sub are taking full responsibility for making its own evaluation of the Credit Partiesadequacy and accuracy of all projections, forward-looking statements, forecasts, estimates and business plan information (c) including the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions reasonableness of the transactions contemplated by this Agreement and the other Loan Documents, underlying assumptions). (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions Notwithstanding anything to the Borrowercontrary in this Section 5.8, nothing in this Section 5.8 shall be deemed to limit the rights of any named party to (eor third party beneficiary of) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or Transaction Document against any other Person, (g) none of named party to such Transaction Document in accordance with the Credit Parties has any obligation to the Borrower or its Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the Arrangersterms thereof.

Certain Acknowledgements. The Borrower hereby Company acknowledges that AMC has been retained hereunder solely as an advisor to the Company, and agrees not as a consultant to, adviser to, or agent of any other person, and that (a) no the Company’s Engagement of AMC is as an independent contractor and not in any other capacity including as a fiduciary, advisory or agency relationship . Neither this Agreement nor AMC’s performance hereunder between the Borrower Company and AMC will be deemed to create any fiduciary relationship. AMC may, to the Credit Parties extent it deems appropriate and with the consent of the Company, render the services hereunder through one or more of its affiliates but will remain fully responsible and jointly and severally liable for compliance with the terms of this Agreement. A person who is intended not a party to this Agreement shall have no right to enforce any term of this Agreement. Each party may, after public announcement of an initiative by the Company and at the disclosing party´s own expense, subject to prior approval by other party of the contents thereof (such approval not to be unreasonably withheld, conditioned or has been created delayed), place announcements or advertisements in respect of any of the transactions contemplated by this Agreement financial newspapers, journals and marketing materials describing or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, publicly refer to AMC’s services hereunder. The Company understands that AMC and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, its affiliates (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and acceptscollectively, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d“Group”) the Borrower has been advised that the Credit Parties are engaged in a broad wide range of transactions financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research). In recognition of the foregoing, the Company agrees that (i) AMC is not required to restrict its activities as a result of this Engagement, (ii) that the services provided hereunder are not exclusive to the Company (similarly, AMC is not engaged by the Company as its sole service provider in connection with the services hereunder or otherwise), and (iii) that AMC may undertake any business activity without further consultation with or notification to the Company. Members of the Group and businesses within the Group generally act independently of each other, both for their own account and for the account of AMC’s clients. Accordingly, there may be situations where parts of the Group and/or their clients and/or AMC personnel either now have or may in the future have interests, or take actions, that may involve conflict with the interests that differ from of the Borrower’s interests and that Company. For example, the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerGroup may, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiationordinary course of business, execution and delivery engage in trading in financial products or undertake other investment businesses for their own account or on behalf of clients (provided however that during the term of this Agreement and the other Loan DocumentsGroup shall not engage in trading in any securities issued by the Company or its subsidiaries (the “AGBA Securities”) or financial products having any AGBA Securities as underlying asset/s, (f) each Credit Party has beeneither for their own account or on behalf of clients, iswithout the Company’s prior written consent), and will AMC personnel (including officers, directors, employees, agents, consultants and contractors) may have shareholdings or board memberships which could be acting solely deemed to conflict with the Company. AMC has policies and procedures to identify, consider and manage potential conflicts of interest. Notwithstanding anything in the foregoing to the contrary, AMC agrees that neither AMC nor any other member of the Group shall, without obtaining the prior written consent of the Company, be engaged to act as a principal and, except as otherwise expressly agreed in writing by it mergers and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, acquisitions financial advisor to any of its Affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower or its Affiliates person with respect to its potential involvement in any transaction in relation to which AMC has advised the transactions contemplated by Company hereunder. Neither this Agreement or nor the other Loan Documents except those obligations expressly set forth herein or therein or in receipt by AMC of confidential information nor any other express writing executed and delivered by such Credit Party and matter shall give rise to any fiduciary duties that would prevent or restrict the Borrower Group from acting on behalf of other customers or for its own account. Furthermore, the Company agrees that neither the Group nor any such Affiliate and (h) no joint venture is created hereby personnel nor any member or by the other Loan Documents or otherwise exists by virtue business of the transactions contemplated hereby among Group is under a duty to disclose to the Credit Parties Company or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each use on behalf of the LendersCompany any information whatsoever about or derived from those activities or to account for any revenue or profits obtained in connection with such activities. The Group will not use confidential information obtained from the Company except in connection with its consulting services to, and its relationship with, the Administrative Agent and the Arrangers.Company under this Agreement. AGBA Group Holding Limited September 19, 2023 Confidentiality. AMC shall:

Certain Acknowledgements. The Borrower Each of the Borrowers hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Borrower Borrowers and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower Borrowers on other matters, and the relationship between the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the BorrowerBorrowers, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower Borrowers rely on, any fiduciary duty to the Borrower Borrowers or their affiliates on the part of the Credit Parties, (c) the Borrower is Borrowers are capable of evaluating and understanding, and the Borrower understands Borrowers understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has Borrowers have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s Borrowers’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the BorrowerBorrowers, (e) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent the Borrower has Borrowers have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the BorrowerBorrowers, any of its Affiliates their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Borrower Borrowers or its their Affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Borrower Borrowers or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Borrower Borrowers and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent, the Syndication Agent and the Arrangers.

Certain Acknowledgements. ‌ 22.1 The Borrower hereby services rendered by the Lead Manager are on a best efforts basis and in an advisory capacity. The Lead Manager shall not be held responsible for any acts of commission or omission of the Bank or its directors, agents, employees or authorised persons or Affiliates. 22.2 The duties and responsibilities of the Lead Manager under this Agreement shall be limited to those expressly set out in this Agreement and the Engagement Letter, and shall not include general financial, strategic advice and providing services as receiving bankers or registrar. No tax, legal, regulatory, accounting or technical or specialist advice has been or is being given by the Lead Manage. 22.3 The Lead Manager may provide services herein through one or more of its Affiliates, as it deems appropriate, after prior consultation with the Bank. The Lead Manager shall be responsible for the activities carried out by its Affiliates in relation to this Issue, only if such activities are specifically delegated by the Lead Manager to its Affiliates and there is an established breach of this Agreement by such Affiliate. No Affiliate of a Lead Manager shall undertake any activities in relation to the Issue, except as specifically delegated by such Lead Manager. 22.4 The Bank acknowledges and agrees that (ai) no fiduciarythe purchase and sale of the Rights Entitlements and the Equity Shares pursuant to this Agreement, advisory including the determination of the sale or agency relationship resale price of the Rights Entitlements and the Equity Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit PartiesBank, on the one hand, and the BorrowerLead Manager, and any Affiliate through which it may be acting, on the other hand, (ii) in connection herewith with the issuance and therewith is allotment contemplated hereby, the process leading to such transaction and any resale, the Lead Manager are and have been acting solely that as principals and not as agents or fiduciaries of creditor and debtorthe Bank or its shareholders, creditors, employees or any other party, (biii) the Credit Parties, on Bank’s engagement of the one handLead Manager in connection with the offering and the process leading up to the transaction is as independent contractors and not in any other capacity, and (iv) the BorrowerLead Manager has not provided any legal, on the other handaccounting, have an arm’s length business relationship that does not directly regulatory or indirectly give rise to, nor do the Borrower rely on, any fiduciary duty tax advice with respect to the Borrower or their affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating issuance and understanding, allotment contemplated hereby and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower Bank has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Furthermore, the Borrower Bank agrees that it is solely responsible for making its own judgments in connection with the Issue (irrespective of whether the Lead Manager has deemed appropriate advised or is currently advising the Bank on related or other matters). The Bank agrees that the Lead Manager has not rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the Bank in connection with the Issue or the process leading thereto The Bank acknowledges and agrees that the Lead Manager has neither assumed nor will assume a fiduciary responsibility in favour of the Bank with respect to the Issue (irrespective of whether the Lead Manager has advised or is currently advising the Bank on other matters) and the Lead Manager does not have any obligation to the Bank with respect to the Issue except the obligations expressly set forth herein. Accordingly, the Lead Manager shall not be liable for any claims brought against it for the Issue Price being set at a level that it is too high or too low or for any sale of Equity Shares in the negotiationIssue by investors to which such Equity Shares are allocated. 22.5 The provision of services by the Lead Manager herein is subject to the requirements of any laws and regulations applicable to the Lead Manager and its Affiliates. The Lead Manager and its Affiliates are authorised by the Bank to carry out all such acts deeds and things which they consider is appropriate, execution necessary or desirable to carry out their services herein or to comply with any Applicable Laws, consents and delivery the Bank hereby agrees to ratify and confirm all such actions lawfully taken. 22.6 The Bank hereby acknowledges and agrees that each Lead Manager and its Affiliates (together, a “LM Group”) are engaged in a wide range of financial services and businesses (including investment management, financing securities trading, financial advisory, corporate and investment banking and research). In the ordinary course of their activities, the LM Group may at any time hold “long” or “short” positions and may trade in or otherwise effect transactions for their own account or accounts of their customers in debt or equity securities of any Bank that may be involved in the Issue. Members of the LM Group and the businesses within each such member generally act independent of each other, both for their own account and for the account of clients. Accordingly, there may be situations where members of a LM Group and/or their clients either now have or may in the future have interests, or take actions that may conflict with interests of the Bank and/or its Affiliates. For example, a member of a LM Group may, in the ordinary course of business, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of its clients, including, but not limited to, trading in or holding long, short or derivative positions in securities, loans or other financial products of the Bank its Affiliates or other entities connected with the Issue. In recognition of the foregoing, the Bank agrees that LM Group is not required to restrict their activities as a result of this engagement, and that the LM Group may undertake any business activity without further consultation with or notification to the Bank. Provided however that nothing contained in this Clause 22 shall affect the obligations of confidentiality set forth in this Agreement and the non-disclosure agreements entered by the Bank with the Lead Manager. Further, the Bank also acknowledges that from time to time, the LM Group’s research department may publish research reports or other Loan Documentsmaterials, (f) each Credit Party has been, isthe substance and/or timing of which may conflict with the views or advice of the LM Group’s investment banking department, and will be acting solely as may have an adverse effect on the Bank’s interests in connection with the Issue or otherwise. The LM Group’s investment banking department is managed separately from its research department, and does not have the ability to prevent such occurrences. 22.7 Members of the LM Group, its directors, officers and employees may also at any time invest on a principal andbasis or manage funds that invest on a principal basis, except as otherwise expressly agreed in writing by it debt or equity securities of any Bank that may be involved in the Issue (including of the Issuer in the Issue), or in any currency or commodity that may be involved in the Issue, or in any related derivative instrument. Further, the Lead Manager and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its Affiliates or any other Person, (g) none the members of the Credit Parties has LM Group may, at any obligation time, engage, in ordinary course, broking activities for any entity that may be involved in the Issue. 22.8 The Lead Manager and/or their LM Group may be representing and/or may have provided financial advisory and financing services for and received compensation from any one or more of the parties which are or may hereafter become involved in the Issue. The Lead Manager and/or any member of their respective LM Groups may, in the future, seek to provide financial services to and receive compensation from such parties. None of the Borrower or its Affiliates with respect to the transactions contemplated by relationships described in this Agreement or the services provided by the Lead Manager to the Bank or any other Loan Documents matter shall give rise to any fiduciary, equitable or contractual duties (including any duty of confidence) which would preclude or limit in any way the ability of the Lead Manager and/or any member of their respective LM Groups from providing similar services to other customers, or otherwise acting on behalf of other customers or for their own respective accounts. The Issuer acknowledges and agrees that, by reason of law or duties of confidentiality owed to other persons, or the rules of any regulatory authority, the LM Group may be prohibited from disclosing information to the Issuer (or such disclosure may be inappropriate), including information as to the LM Group’s possible interests as described in this Clause 22 and information received pursuant to client relationships. 22.9 Neither this Agreement nor the receipt by the Lead Manager of confidential information or any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) that would prevent or restrict the LM Group from acting on behalf of other customers or for their own accounts. Furthermore, the Bank agrees that neither the LM Group nor any member or business of the LM Group is under a duty to disclose to the Bank or use on behalf of the Bank any information whatsoever about or derived from those activities or to account for any revenue or profits obtained in connection with such activities. The Lead Manager or its Affiliate(s) involved in the Issue will not use confidential information obtained from the Bank except those in connection with its services to, and its relationship with, the Bank and in accordance with the obligations expressly of confidentiality set forth herein in this Agreement. 22.10 The Bank agrees and undertake that they will not circulate or therein or will cause to circulate the Issue Documents in any other express writing executed and delivered by such Credit Party and those jurisdictions where the Borrower or any such Affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue circulation of the transactions contemplated hereby among the Credit Parties or among the Borrower and the Credit Parties. For purposes of this Section 11.17, “Credit Party” means each of the Lenders, the Administrative Agent and the ArrangersIssue Documents would be contrary to law.