Common use of Certain ERISA Matters Clause in Contracts

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each Arranger Agents and their respective Affiliates, Affiliates and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline LoansCommitments, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, representation warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (aA) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other party to the Transaction Documents: (i) for the Class A Lenders, that such Lender is not a Benefit Plan and is not using the assets of a Benefit Plan with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Advances, the Commitments or this Agreement; or (ii) for the Class B Lenders, at least one of the following is and will be true: (ia) such Lender is not a Benefit Plan and is not using “plan assets” the assets of a Benefit Plan with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Advances, Commitments or other transactions under this Agreement; or (within b) such Lender is an Initial Class B Lender and is a Benefit Plan or is using the meaning assets of Section 3(42) of ERISA or otherwise) of one or more a Benefit Plans Plan with respect to such Lender’s entrance into, participation in, administration of and and/or performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or other transactions under this Agreement in a manner that does not cause the Swingline Commitment;assets of the Borrower to be the assets of a Benefit Plan (as determined under 29 CFR § 2510.3-101 as modified by Section 3(42) of ERISA) or for the holdings of the Class B Advances or Class B Commitments by a Benefit Plan to be “significant” (as determined under 29 CFR § 2510.3-101 as modified by Section 3(42) of ERISA) or Plan Asset Threshold to be breached and at least one of the following is and will be true: (ii1) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii2) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14) (a “Qualified Professional Asset Manager”), (B2) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C3) the entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D4) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv3) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (bB) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 7.23(A)(ii)(a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)Class B Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other party to the Transaction Documents, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Transaction Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender party to the Eighth Amendment Agreement (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each Arranger other Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers, each other Lead Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or the Lead Arrangers or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender party to the Eighth Amendment Agreement (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each Arranger other Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers, each other Lead Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender party to the Eighth Amendment Agreement (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each Arranger other Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers, each other Lead Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender Bank (x) represents and warrants, as of the date such Person became a Lender Bank party hereto, tothat, and (y) covenants, from the date such Person became a Lender Bank party hereto to the date such Person ceases being a Lender Bank party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and each Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender Bank to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such LenderBank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such LenderBank. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender Bank or (2) a Lender Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender Bank further (x) represents and warrants, as of the date such Person became a Lender Bank party hereto, to, and (y) covenants, from the date such Person became a Lender Bank party hereto to the date such Person ceases being a Lender Bank party hereto, for the benefit of, the Administrative Agent, each Arranger Lead Arranger, each Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Lead Arranger and or any Bookrunner or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender Bank involved in such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and any (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Managing Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any Subsidiary or Subsidiary Borrower party to this Agreement, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Managing Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Managing Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany or any Subsidiary or Subsidiary Borrower party to this Agreement, that none of the Managing Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Managing Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Lead Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative AgentAgent and the institutions named as Joint Lead Arrangers, each Arranger Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents on the cover page hereof and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a such Lender or (2) a such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative AgentAgent and the institutions named as Joint Lead Arrangers, each Arranger Joint Bookrunners, Syndication Agent and Documentation Agents on the cover page hereof and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany or any other Loan Party, that none of the Administrative AgentAgent or any of the institutions named as Joint Lead Arrangers, any Arranger Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents on the cover page hereof or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent any Person under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections subsection (b) through subsection (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender and L/C Issuer (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender Person is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such LenderPerson’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Credit Agreement, or (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderPerson’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Credit Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)L/C Issuer, such Lender or L/C Issuer further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender Person involved in such LenderPerson’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Credit Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Credit Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or the Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCo-Borrowers or any other Borrower Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975 such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCo-Borrowers or any other Borrower Party, that none of the Administrative Agent, the Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Documents or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Titled Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Internal Revenue Code to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Titled Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Joint Lead Arrangers and Bookrunners and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Joint Lead Arrangers and Bookrunners and their respective Affiliates, Affiliates and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, Agent or the Joint Lead Arrangers or Bookrunners or any Arranger and of their respective Affiliates is are a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).. For purposes of this section, the following definitions apply to each of the capitalized terms below:

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Collateral Agent and each Arranger and of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Collateral Agent and each Arranger and of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Collateral Agent or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each and the Sole Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Employee Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans or the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975, such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;. (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Loans the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each and the Sole Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that that: (i) none of the Administrative Agent, any or the Sole Lead Arranger and or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans the Revolving Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Revolving Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Agent, or the Sole Lead Arranger or any of its Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Revolving Commitments or this Agreement. (c) The Agent and the Sole Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Revolving Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Revolving Commitments for an amount less than the amount being paid for an interest in the Loans or the Revolving Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any Arranger and or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Term Loans or the Swingline CommitmentTerm Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and any Lead Arranger and their respective Affiliates, Affiliates and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.independent (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and any Lead Arranger and their respective Affiliates, Affiliates and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any Lead Arranger and or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger the Lead Arrangers and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Credit Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3- 101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the any Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.Commitments, (b) In addition, unless either (1) sub-clause subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Credit Party, that that: (i) none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other Person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c) (1) (i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of any Obligation), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, any Letters (c) The Administrative Agent and each of the Lead Arrangers hereby informs the Lenders that it is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, any Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, any Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, any Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections subsection (b) through subsection (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).and

Certain ERISA Matters. (a) Each Lender Bank (x) represents and warrants, as of the date such Person became a Lender Bank party hereto, to, and (y) covenants, from the date such Person became a Lender Bank party hereto to the date such Person ceases being a Lender Bank party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that at least one of the following is and will be true: (i) such Lender Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender Bank to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such LenderBank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such LenderBank. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender Bank or (2) a Lender Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender Bank further (x) represents and warrants, as of the date such Person became a Lender Bank party hereto, to, and (y) covenants, from the date such Person became a Lender Bank party hereto to the date such Person ceases being a Lender Bank party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender Bank involved in such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Transaction Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Titled Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Internal Revenue Code to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Titled Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) of one or more Benefit Plans with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Internal Revenue Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Lead Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender Lxxxxx involved in such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (aA) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other member of the Obligor Group, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments or the Swingline Commitmentthis Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments or the Swingline Commitment and this Agreement; (iii) (Aa) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (Bb) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments or the Swingline Commitment and this Agreement, (Cc) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).through

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect respectso as to exempt from the prohibitions of Section 406 of ERISA or Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, hereto that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between among the Administrative Agent, in its sole discretion, the Borrower and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, hereto and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, of Agent and each Arranger Titled Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-90- 1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-91- 38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Obligations of such Lender in respect of the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, or (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Obligations of such Lender in respect of the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Obligations of such Lender in respect of the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit obligations of such Lender in respect of the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, of Agent and each Arranger Titled Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Loan Party, that none of the Administrative Agent, any Arranger and the Titled Agents or their respective Affiliates Affiliates, is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit NYDOCS03/1107437.11107437.2 Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent or any Titled Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or the other Loan Parties, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; Commitments, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84111 -14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (xA) represents and warrants, as of the date such Person became a Lender party hereto, to, and (yB) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that that: none of the Administrative Agent, Agent or any Arranger and their of its respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, in administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.USActive 56005294.156005294.9 -232- (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or Commitments, the Swingline Commitment Dollar Working Capital Facility Uncommitted Tranche Portions and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender, and communicated to the Borrower in a timely manner. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderLexxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLexxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderLexxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative AgentAgents, each Arranger the Arrangers, the Co-Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Obligor, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative AgentAgents, each Arranger the Arrangers, the Co-Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Obligor, that none of the Administrative AgentAgents, the Arrangers, the Co-Arrangers or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) 12.16.1 Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that at least one of the following is and will be true: (i) a. such Lender is not using “"plan assets” " (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans benefit plans with respect to such Lender’s Xxxxxx's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) b. the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s Xxxxxx's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (Ai) such Lender is an investment fund managed by a “"Qualified Professional Asset Manager” " (within the meaning of Part VI of PTE 84-14), (Bii) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (Ciii) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 84- 14, and (Div) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s Xxxxxx's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) d. such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) 12.16.2 In addition, unless either (1) sub-clause (i) in the immediately preceding clause (ac) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (ac), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s Xxxxxx's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Borrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Commitments, or the Swingline Commitmentthis Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) ), or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer administer, and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement, (C) the entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 14, and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement; or (iv) such other representation, warranty warranty, and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty warranty, and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Borrower or any other Loan Party, that none of the Administrative Agent, any Arranger Arranger, and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document, or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (xLender(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within assets”(within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE accounts),PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-91- 38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within Manager”(within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a1) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, Agent and each other Arranger and their respective Affiliates, Affiliates and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (ia) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (iib) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code, such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iiic) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (ba) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b2) In addition, unless either (1) sub-clause (ia) in the immediately preceding clause (a1) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, Agent and each other Arranger and their respective Affiliates, Affiliates and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any other Arranger and or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender and Issuing Bank (x) represents and warrants, as of the date such Person became a Lender or Issuing Bank party hereto, to, and (y) covenants, from the date such Person became a Lender or Issuing Bank party hereto to the date such Person ceases being a Lender or Issuing Bank party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Credit Facility Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender or Issuing Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s or Issuing Bank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender or Issuing Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 14, and (D) to the best knowledge of such LenderLender or Issuing Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s or Issuing Bank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Credit Facility Agent, in its sole discretion, and such LenderLender or Issuing Bank. (b) In addition, unless either (1A) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or Issuing Bank, as applicable, or (2B) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender or Issuing Bank further (x) represents and warrants, as of the date such Person became a Lender or Issuing Bank party hereto, to, and (y) covenants, from the date such Person became a Lender or Issuing Bank party hereto to the date such Person ceases being a Lender or Issuing Bank party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Credit Facility Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates Credit Facility Agent is not a fiduciary with respect to the assets of such Lender or Issuing Bank involved in such Lender’s or Issuing Bank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Credit Facility Agent under this Agreement Agreement, any Finance Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLexxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender, and communicated to the Borrower in a timely manner. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause subsection (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause subsection (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerU.S. Borrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerU.S. Borrower or any other Loan Party, that none of the Administrative Agent, Agent or the Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each the Collateral Agent, the Sole Lead Arranger and each of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Employee Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975, such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each the Collateral Agent, the Sole Lead Arranger and each of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any the Collateral Agent, the Sole Lead Arranger and or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Financing Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).118

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any the Lead Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Joint Lead Arrangers or the Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 10.17(a)(i) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (aSection 10.17(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Joint Lead Arrangers and the Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger Agent the Joint Lead Arrangers and the Bookrunner and their respective Affiliates is Affiliates, are not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, solely for the benefit of, the Administrative Agent, and each Arranger Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any of its Subsidiaries, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans in connection with with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant in as provided inin accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party 65 ‌ 509265-1292-16352-Active.25729829.7 hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any of its Subsidiaries, that that: (i) none of the Administrative Agent, or any Arranger and Agent or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto),. (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Administrative Agent, or any Agent or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. (c) The Administrative Agent, and each Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and, this Agreement, and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, 66 ‌ 509265-1292-16352-Active.25729829.7 ​ commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. ​

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Term Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans benefit plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansLoans or this Agreement, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.insurance (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Term Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Term Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Loans and this Agreement (including in connection with the reservation or exercise of any rights by the Term Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and or performance of the Revolving Credit Loans, the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the applicable prohibitions of ERISA Section 406 and Code Section 4975 specified in such exemptions such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Obligations of such Lender in respect of the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, Obligations of such Lender in respect of the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, Obligations of such Lender in respect of the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Obligations of such Lender in respect of the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.. ​ (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and the Arrangers or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and or performance of the Revolving Credit Loans, the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Purchaser/Lender (x) represents and warrants, as of the date such Person became a Purchaser/Lender party hereto, to, and (y) covenants, from the date such Person became a Purchaser/Lender party hereto to the date such Person ceases being a Purchaser/Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Structuring Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany SPE-Related Party, that at least one of the following is and will be true: (i) such Purchaser/Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Purchaser/Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderPurchaser/Xxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Purchaser/Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Purchaser/Lender to enter into, participate in, administer and perform the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Purchaser/Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Purchaser/Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Purchaser/Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).through

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline Commitment; Commitments, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.for (b) In addition, (I) unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) if such sub-clause (i) is not true with respect to a Lender and such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that that: (i) none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 186 (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Administrative Agent, the Lead Arrangers or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement. (c) The Administrative Agent and the Lead Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. SECTION 11 Miscellaneous 11.1

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to be exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such Such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or otherwiseSection 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that that: none of the Administrative Agent, any Arranger and or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s Lendex’x entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s Lendex’x entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 11.09(a)(i) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (aSection 11.09(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that that: (i) none of the Administrative Agent, any Arranger and Arranger, the Documentation Agent or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s Lendex’x entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Administrative Agent, or any Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. (c) The Administrative Agent and each Arranger and the Documentation Agent hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitment; this Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; ; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender, and communicated to the Borrower in a timely manner. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).Letters

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Loans or the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, Loans the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Arranger, each Co-Documentation Agent, each Syndication Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) this Agreement, the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Lead Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Restricted Person, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans (as defined below) with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments or the Swingline CommitmentTerm Loan Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments, the Term Loan Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments, the Term Loan Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments, the Term Loan Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments, the Term Loan Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Obligor, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Obligor, that none of the Administrative Agent, Agent or the Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender., (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Sustainability Structuring Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline LoansTerm Commitments, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement. (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement;. (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent and Sustainability Structuring Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger Agent and their respective Affiliates is a fiduciary Sustainability Structuring Agent are not fiduciaries with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, each of the Administrative Agent, each Arranger the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, each of the Administrative Agent, each Arranger the Arrangers, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitment; this Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to such Lender’s entrance into, participation in, administration exempt from the prohibitions of Section 406 of ERISA and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.Section (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any the Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective AffiliatesAgents, and not, for the avoidance of doubt, to or for the benefit of any Borrowers or any other Subsidiary of the BorrowerBorrowers, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.103 (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective AffiliatesAgents, and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that none or any other Subsidiary of the Administrative AgentBorrowers, any Arranger and their respective Affiliates is that the Agents are not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative any Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Obligor, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Loan Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Loan Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Loan Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Loan Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (gk) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Loan Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Obligor, that none of the Administrative Agent, Agent or the Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Loan Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (aA) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other party to the Transaction Documents: (i) for the Class A Lenders, that such Lender is not a Benefit Plan and is not using the assets of a Benefit Plan with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Advances, the Commitments or this Agreement; or (ii) for the Class B Lenders, at least one of the following is and will be true: (ia) such Lender is not a Benefit Plan and is not using “plan assets” (within the meaning assets of Section 3(42) of ERISA or otherwise) of one or more a Benefit Plans Plan with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;other transactions under this Agreement; or (iib) such Lender is an Initial Class B Lender and is a Benefit Plan or is using the assets of a Benefit Plan with respect to such Lender’s entrance into, 118556040.20118095118.53 -84- participation in, administration of and/or performance of the Advances, Commitments or other transactions under this Agreement in a manner that does not cause the assets of the Borrower to be the assets of a Benefit Plan (as determined under 29 CFR § 2510.3-101 as modified by Section 3(42) of ERISA) or for the holdings of the Class B Advances or Class B Commitments by a Benefit Plan to be “significant” (as determined under 29 CFR § 2510.3-101 as modified by Section 3(42) of ERISA) or Plan Asset Threshold to be breached and at least one of the following is and will be true: 10. (1) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; 11. (iii2) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14) (a “Qualified Professional Asset Manager”), (B2) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C3) the entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D4) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or 12. (iv3) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (bB) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 7.23(A)(ii)(a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)Class B Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other party to the Transaction Documents, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or 118556040.20118095118.53 -85- exercise of any rights by the Administrative Agent under this Agreement Agreement, any Transaction Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one (1) of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one (1) or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one (1) or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Lead Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective AffiliatesFIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 114 Agents, and not, for the avoidance of doubt, to or for the benefit of any Borrowers or any other Subsidiary of the BorrowerBorrowers, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective AffiliatesAgents, and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that none or any other Subsidiary of the Administrative AgentBorrowers, any Arranger and their respective Affiliates is that the Agents are not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative any Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto). FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 115 ARTICLE X GUARANTY SECTION 10.01.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerParent Borrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerParent Borrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Commitments, or the Swingline Commitment; this agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-– 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.class (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerODEC, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerODEC, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agents and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 8414 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agents and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and Agents or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative any Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto). (c) The Agents and the Lead Arrangers hereby inform the Lenders that each such Person is not undertaking to provide investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that each such Person has a financial interest in the transactions contemplated hereby in that each such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, letters of credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, letters of credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, letters of credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or the other Loan Parties, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; Commitments, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender., (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (xA) represents and warrants, as of the date such Person became a Lender party hereto, to, and (yB) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that that: none of the Administrative Agent, Agent or any Arranger and their of its respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, in administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Loan Party, that at least one (1) of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans Plan Assets with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline CommitmentLoan Documents; (ii) the transaction exemption set forth in one (1) or more PTEsprohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time (a “PTE”), such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable and the conditions are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this AgreementLoan Documents; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this AgreementLoan Documents, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this Agreement Loan Documents satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this AgreementLoan Documents; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (ia)(i) in the immediately preceding clause (a) above is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iva)(iv) in the immediately preceding clause (a)above, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Loan Party, that none of the Administrative Agent, any Arranger and the Arranger, or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this Agreement Loan Documents (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and each Syndication Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause paragraph (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause paragraph (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of that: (i) the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto); (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E); (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations); (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Internal Revenue Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder; and (v) no fee or other compensation is being paid directly to the Administrative Agent, any Arranger or any Syndication Agent or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. (c) The Administrative Agent, each Arranger and each Syndication Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender Lender: (x) represents and warrants, as of the date such Person became a Lender party hereto, to, ; and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Collateral Agent and their respective Affiliates, Affiliates and not, for the avoidance of doubt, to or for the benefit of the Borrower, any other Loan Party, or Tellurian, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Loan or the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansLoan, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansLoan, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit LoansLoan, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansLoan, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, ; and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Collateral Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, any other Loan Party, or Tellurian, that none of the Administrative Agent, the Collateral Agent or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansLoan, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Financing Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any of their Subsidiaries, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Loans or the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any of their Subsidiaries, that none of the Administrative Agent, any the Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, Agent and each other Joint Lead Arranger and Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation participations in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, (I) unless either (1) sub-clause subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) if such subclause (i) is not true with respect to a Lender and such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, Agent and each other Joint Lead Arranger and Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, Agent or any other Joint Lead Arranger and Bookrunner or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).” (s) Section 13.1 of the Credit Agreement is amended by replacing the last paragraph therein as follows: “Notwithstanding anything herein to the contrary the Credit Documents may be amended to (i) add syndication or documentation agents and make customary changes and references related thereto, (ii) add or modify “parallel debt” language in any jurisdiction in favor of the Collateral Agent or add Collateral Agents and (iii) as the Administrative Agent reasonably determines appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 2.10(d) in accordance with the terms of Section 2.10(d), in each case (i), (ii) and (iii) with the consent of only the Borrower and the Administrative Agent and in the case of (ii) the Collateral Agent.” (t) Section 13.16 of the Credit Agreement is amended by replacing the second to last sentence therein as follows: “Each Lender, the Administrative Agent and each other Agent agrees that it will not provide to prospective Transferees or to any pledgee referred to in Section 13.6 or to actual or prospective, direct or indirect, contractual counterparties (or its advisors) in any swap, derivative or securitization transactions to be entered into in connection with the Borrower and its obligations, or to any credit insurance provider relating to the Borrower and its obligations, any of the Confidential Information unless such Person is advised of and agrees to be bound by the provisions of this Section 13.16 or confidentiality provisions at least as restrictive as those set forth in this Section 13.16.” (u) The Credit Agreement is amended by adding a new Section 13.22 therein as follows:

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became aLender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto tothe date such Person ceases being a Lender party hereto, for the benefit of, the Agent and the Joint LeadArrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of theBorrower or any other Loan Party, that at least one of the following is and will be true:(i) such Lender is not using “plan assets” of one or more Benefit Plans inconnection with the Term Loans,(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (aclass exemption for certain transactions determined by independent qualified professional assetmanagers), PTE 95-60 (a class exemption for certain transactions involving insurance company-130- (b) In addition, (I) unless sub-clause (i) in the immediately preceding clause (a) istrue with respect to a Lender or (II) if such sub-clause (i) is not true with respect to a Lender and suchLender has not provided another representation, warranty and covenant as provided in sub-clause (iv) inthe immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date suchPerson became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party Lenderparty hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent andthe Joint Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit thebenefit of the BorrowerBorrower or any other Loan Party, that at least one that:(i) none of the following Agent or the Joint Lead Arrangers or Bookrunners or any of theirrespective Affiliates is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans a fiduciary with respect to the assets of such Lender’s entrance intoLender (including inconnection with the reservation or exercise of any rights by the Agent under this Agreement, participation in, administration of and performance orany of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (iiother Loan Documents),(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made Person making the investment decision on behalf of such Lender withrespect to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment TermLoans and this Agreement satisfies is independent (within the requirements meaning of sub29 CFR § 2510.3-sections (b21) through (gand is abank, an insurance carrier, a registered investment adviser, a registered broker-dealer or otherperson that has under management or control, total assets of at least $50 million, in each case asdescribed in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),(iii) the Person making the investment decision on behalf of Part I of PTE 84-14 and (D) such Lender withrespect to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment TermLoans and this Agreement; or (ivAgreement is capable of evaluating investment risks independently, both ingeneral and with regard to particular transactions and investment strategies,(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in Person making the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets investment decision on behalf of such Lender involved in such Lender’s withrespect to the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment TermLoans and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to theTerm Loans and this Agreement and is responsible for exercising independent judgment in-131- (including c) The Agent and the Joint Lead Arrangers hereby informs the Lenders that eachsuch Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciarycapacity, in connection with the reservation transactions contemplated hereby, and that such Person has a financialinterest in the transactions contemplated hereby in that such Person or exercise an Affiliate thereof (i) mayreceive interest or other payments with respect to the Term Loans and this Agreement, (ii) mayrecognize a gain if it extended the Term Loans for an amount less than the amount being paid for aninterest in the Term Loans by such Lender or (iii) may receive fees or other payments in connection withthe transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees,commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agencyfees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of any rights by the Administrative Agent under this Agreement creditfees, fronting fees, deal-away or any documents related hereto)alternate transaction fees, amendment fees, processing fees, term outpremiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to theforegoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B1) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C2) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D3) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1i) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2ii) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger Agent and the Lead Arrangers and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a a(a) Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Joint Lead Arrangers or the Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) : such Lender is not using “plan assets” (within the meaning of Section 3(42) of of(i) ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) this Agreement, 123 the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a a(ii) class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) , (A) such Lender is an investment fund managed by a “Qualified Professional Professional(iii) Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) , or such other representation, warranty and covenant as may be agreed in writing writing(iv) between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 10.17(a)(i) is true with respect to a Lender or or(b) (2) a Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (aSection 10.17(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Joint Lead Arrangers and the Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger Agent the Joint Lead Arrangers and the Bookrunner and their respective Affiliates is Affiliates, are not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto) Rate Disclaimer. The Administrative Agent does not warrant or accept responsibility for,10.18 and each of the parties to this Agreement hereby acknowledge and agree (for the benefit of the Administrative Agent) that the Administrative Agent shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to rates in the definition of “LIBOR Rate” or “Adjusted LIBOR Rate”, “Term SOFR”, “Daily Simple SOFR”, or any other SOFR-based replacement rate,the Alternate Base Rate, any Benchmark, or any component definition thereof or rates referencedreferred to in the definition thereof, or any alternative, comparable or successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement)., including whether the composition or characteristics of any such alternative, comparable or successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Alternate Base Rate, any initial Benchmark or any other Benchmark, ( or Benchmark Replacement prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes, or (c) any potential non-compliance with applicable Laws (including, without limitation, to the extent applicable, the Regulation (EU) 2016/1011 of the European Parliament and of the 124

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Sole Lead Arranger, and their respective Affiliatesthe Letter of Credit Issuers, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCredit Parties or their respective Affiliates, that at least one of the following is and will be true: (i) such Lender is not using Plan Assets of one or more “benefit plan assetsinvestors” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Available Commitments, or this Credit Commitments or the Swingline Commitment;Agreement, (ii) the transaction exemption set forth in one or more prohibited transaction exemptions issued by the U.S. Department of Labor (as amended from time to time, “PTEs”), such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Available Commitments or the Swingline Commitment and this Credit Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Available Commitments or the Swingline Commitment and this Credit Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Available Commitments or the Swingline Commitment and this Credit Agreement satisfies the requirements of sub-sections (b) through (g) and (k) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Available Commitments or the Swingline Commitment and this Credit Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) above is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a)) above, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each Arranger the Sole Lead Arranger, and their respective Affiliatesthe Letter of Credit Issuers, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCredit Parties or their respective Affiliates, that none of the Administrative Agent, the Sole Lead Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Available Commitments or the Swingline Commitment and this Credit Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Credit Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any the Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, or (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; Agreement or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sub- sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliatesaffiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Advances or the Swingline its Commitment;, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such 742613903 21686243 Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective Affiliatesits affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, Agent or any Arranger and of their respective Affiliates affiliates is a fiduciary with respect to the Collateral or the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Transaction Document or any documents related heretoto hereto or thereto). (c) The Administrative Agent hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an affiliate thereof (i) may receive interest or other payments with respect to the Advances, the Aggregate Commitment Amount, this Agreement and any other Transaction Documents (ii) may recognize a gain if it extended the Advances or the Aggregate Commitment Amount for an amount less than the amount being paid for an interest in the Advances or the Aggregate Commitment Amount by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Transaction Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.