Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and (ii) neither the Administrative Agent, any Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing Banks, each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the other.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the The Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agentno fiduciary, the Arrangers, the Issuing Banks and the Lenders are arm’s-length commercial transactions advisory or agency relationship between the Borrower and or any of its Affiliates, on the one hand, and the Administrative Agent, the Arrangersany other Agent, any Lead Arranger, any Global Coordinator, any Issuing Bank, the Issuing Banks and the LendersSwingline Lender or any Bank, on the other hand, is intended to be or has been created in respect of this Agreement, irrespective of whether any such Person has advised or is advising the Borrower or any of its Affiliates on other matters, (iib) each of the Administrative Agent, the other Agents, the Lead Arrangers, the Global Coordinators, the Issuing Banks, the Swingline Lender and the Banks, on the one hand, and the Borrower and its Affiliates, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower and its Affiliates rely on, any fiduciary duty to them on the part of the Administrative Agent, any other Agent, any Lead Arranger, any Global Coordinator, any Issuing Bank, the Swingline Lender or any Bank, (c) the Borrower and its Affiliates are capable of evaluating and understanding, and each of the Borrower and its Affiliates understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and by the other Loan Documents, (d) the Borrower and its Affiliates have been advised that the Administrative Agent, the other Agents, the Lead Arrangers, the Global Coordinators, the Issuing Banks, the Swingline Lender and the Banks are engaged in a broad range of transactions that may involve interests that differ from the interests of the Borrower and its Affiliates and no such Person has any obligation to disclose such interests and transactions to the Borrower or any of its Affiliates, (e) the Borrower and its Affiliates have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby and by the other Loan Documents; (b) (if) each of the Administrative Agent, the other Agents, the Lead Arrangers, the Global Coordinators, the Issuing Banks, the Arrangers Swingline Lender and the Lenders is Banks has been, is, and has been will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, Affiliates or any other Person and (ii) neither the Administrative Agent, any Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with entity in respect to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing Banks, each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Parent Guarantor and the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or (except as expressly provided in Section 12.04) agency relationship between Parent Guarantor, the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising Parent Guarantor, the Borrower or any Subsidiary on other matters; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between Parent Guarantor, the Borrower and its Affiliatestheir Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, ; (iiiii) each of Parent Guarantor and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, ; and (iiiiv) each of Parent Guarantor and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Parent Guarantor, the Borrower or any of its their Subsidiaries, or any other Person and Person; (ii) neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender the Lenders has any obligation to Parent Guarantor, the Borrower or any of its Affiliates their Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of Parent Guarantor, the Borrower and its Affiliatestheir Subsidiaries, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent nor the Lenders has any obligation to disclose any of such interests to Parent Guarantor, the Borrower or its Affiliatestheir Subsidiaries. The BorrowerTo the fullest extent permitted by Law, on behalf of itself and each of its Subsidiaries Parent Guarantor and Affiliates, agrees the Borrower hereby waives and releases any claims that nothing it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency (except as expressly set forth in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship Section 12.04) or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between any Credit Party and any of their respective Subsidiaries and the arranging Administrative Agent, the Collateral Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, the Collateral Agent or any Lender has advised or is advising any Credit Party or any of their respective Subsidiaries on other matters, (ii) the lending and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the Lenders are arm’s-length commercial transactions between the Borrower Credit Parties and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the Lenders, on the other hand, (iiiii) the Borrower has Credit Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it that they has deemed appropriate, appropriate and (iiiiv) the Borrower is Credit Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Collateral Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Credit Parties or any of its Subsidiariestheir respective Affiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender the Collateral Agent and the Lenders has any obligation to the Borrower Credit Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Collateral Agent and the Lenders and their respective Affiliates may be engaged engaged, in a broad range of transactions that involve interests that differ from those of the Borrower Credit Parties and its their respective Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender the Collateral Agent and the Lenders has any obligation to disclose any of such interests to the Borrower Credit Parties or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Credit Parties hereby waive and release any claims that they may have against any of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Collateral Agent and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges Obligors acknowledge and agreesagree, and acknowledges its acknowledge their respective Subsidiaries’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower Obligors and its their respective Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent, the Arrangers, the Issuing Banks and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Issuing BanksCollateral Agent, the Arrangers Arrangers, the Issuing Banks and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Obligor or any of its Subsidiaries, or any other Person and (ii) neither none of the Administrative Agent, any Issuing Bankthe Collateral Agent, any Arranger Arranger, the Issuing Banks nor any Lender has any obligation to the Borrower any Obligor or any of its Affiliates with respect to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Collateral Agent, the Arrangers, the Issuing Banks, each Arranger Banks and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Obligors and its their respective Affiliates, and none of the Administrative Agent, any Issuing Bankthe Collateral Agent, any Arranger or Arranger, the Issuing Banks nor any Lender has any obligation to disclose any of such interests to the Borrower any Obligor or its Affiliates. The Borrower, on behalf Each of itself the Borrower and each of its Subsidiaries and Affiliates, other Obligors agrees that nothing in the Loan Documents or otherwise it will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between not claim that any of the Administrative Agent, any the Arrangers, the Issuing BankBanks, any Arranger or any Lender, on the one hand, Lenders and the Borrower, any of its Subsidiaries, or their respective equityholders affiliates has rendered advisory services of any nature or Affiliates, on the otherrespect or owes a fiduciary duty or similar duty to it in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, ; (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, ; and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and Person; (ii) neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender the Lenders has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent nor the Lenders has any obligation to disclose any of such interests to the Borrower or its AffiliatesSubsidiaries. The BorrowerTo the fullest extent permitted by law, on behalf the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Placement Agent, the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Placement Agent, the Agent, or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Placement Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Placement Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Placement Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Placement Agent, any Issuing Bank, any Arranger nor any Lender the Agent and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Placement Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Placement Agent, any Issuing Bank, any Arranger or any Lender the Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself the Placement Agent, the Agent and each the Lenders with respect to any breach or alleged breach of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Documenthereof), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the other Agents, the Joint Lead Arrangers, the Issuing Banks LC Issuers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the other Agents, the Joint Lead Arrangers, the Issuing Banks LC Issuers and the Lenders, Lenders on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documentshereby; (bii) (iA) each of the Administrative Agent, the Issuing Bankseach other Agent, the Arrangers each Joint Lead Arranger, each LC Issuer and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither none of the Administrative Agent, any Issuing Bankother Agent, any Arranger Joint Lead Arranger, any LC Issuer nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsherein; and (ciii) the Administrative Agent, the Issuing Banksother Agents, each Arranger the Joint Lead Arrangers, the LC Issuers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent, any Issuing Bankother Agent, any Arranger or Joint Lead Arranger, any LC Issuer nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bankthe other Agents, any Arranger or any Lenderthe Joint Lead Arrangers, on the one hand, LC Issuers and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Arrangers, the Issuing Banks Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the Arrangers, the Issuing Banks and the “Lenders”), on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders its Affiliates and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (ii) neither the Administrative Agent, any Issuing Bank, any Arranger of its Affiliates nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing Banks, each Arranger Agent and its Affiliates and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or of its Affiliates nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger of its Affiliates or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transactions contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the LendersJoint Lead Arrangers, on the other hand, (iiB) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Credit Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers Collateral Agent and the Lenders Joint Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower and Holdings or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender the Collateral Agent or the Joint Lead Arrangers has any obligation to the Borrower and Holdings or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Collateral Agent and the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Holdings and their respective Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger the Collateral Agent or any Lender the Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrower and Holdings or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Borrower and Affiliates, agrees Holdings hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Collateral Agent and the Borrower, Joint Lead Arrangers with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks L/C Issuers and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks L/C Issuers and the Lenders, on the other hand, (iiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksArrangers, the Arrangers L/C Issuers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Loan Parties or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing BankArranger, any Arranger L/C Issuer nor any Lender has any obligation to the Borrower Loan Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksArrangers, each Arranger and the L/C Issuers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing BankArranger, any Arranger or L/C Issuer nor any Lender has any obligation to disclose any of such interests to the Borrower or its Loan Parties and their respective Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Issuing BankArranger, any Arranger L/C Issuer or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Arranger and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Issuing BanksBank, the Arrangers Arranger and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and (ii) neither the Administrative Agent, any the Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing BanksBank, each the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent, any the Issuing Bank, any Arranger or nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and AffiliatesSubsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any the Issuing Bank, any Arranger the Arranger, or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders stockholders or Affiliatesaffiliates, on the other. To the fullest extent permitted by law, each of Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender Agent and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Applicable Law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself the Administrative Agent and each the Lenders with respect to any breach or alleged breach of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: that (aa)(i) no fiduciary, advisory or agency relationship between the Borrower and the Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Lender has advised or is advising the Borrower or any Subsidiary on other matters, (iii) the arranging and other any services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks and the LendersLender, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (bb)(i) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers and the Lenders Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither the Administrative Agent, any Issuing Bank, any Arranger nor any Lender has any no obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Lender and the Lenders and their respective its Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender has any no obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against the Lender with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Restricted Subsidiaries’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangerseach Arranger, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangerseach Arranger, the Issuing Banks and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, each Arranger, the Issuing Banks, the Arrangers Banks and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Restricted Subsidiaries, or any other Person and (ii) neither the Administrative Agent, any Arranger, any Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, each Arranger, the Issuing Banks, each Arranger Banks and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent, any Arranger, any Issuing Bank, any Arranger or nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and AffiliatesRestricted Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing BankArranger, any Arranger Issuing Bank or any Lender, on the one hand, and the Borrower, any of its Restricted Subsidiaries, or their respective equityholders stockholders or Affiliatesaffiliates, on the other.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (aa)(i) no fiduciary, advisory or agency relationship between such Loan Party and its Subsidiaries and any Agent, any Issuing Bank, any Swingline Lender or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any Agent, any Issuing Bank, any Swingline Lender or any Lender has advised or is advising any Loan Party, any Subsidiary or any of their Affiliates on other matters, (iii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersAgents, the Issuing Banks Banks, the Swingline Lenders and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersAgents, the Issuing Banks Bank, the Swingline Lenders and the Lenders, on the other hand, (iiiii) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (bb)(i) (i) each of the Administrative AgentAgents, the Issuing Banks, the Arrangers Swingline Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and person; (ii) neither none of the Administrative AgentAgents, any the Issuing BankBanks, any Arranger nor any Lender the Swingline Lenders and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative AgentAgents, the Issuing Banks, each Arranger the Swingline Lenders and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative AgentAgents, any the Issuing BankBanks, any Arranger or any Lender the Swingline Lenders and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf each Loan Party hereby waives and releases any claims that it may have against the Agents, the Issuing Banks, the Swingline Lenders and the Lenders with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, amendment and restatement, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the Guarantor acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Borrower, the Guarantor and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Arrangers and the Lenders, on the other hand, (iiB) each of the Borrower and the Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is and the Guarantor are capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, the Guarantor or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower Borrower, the Guarantor or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the Guarantor and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or nor any Lender has any obligation to disclose any of such interests to the Borrower Borrower, the Guarantor or its any of their respective Affiliates. The Borrower, on behalf Each Loan Party agrees it will not claim that any of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any LenderLender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to such Loan Party, on the one hand, and the Borrower, in connection with any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransactions contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the The Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agentno fiduciary, the Arrangers, the Issuing Banks and the Lenders are arm’s-length commercial transactions advisory or agency relationship between the Borrower and or any of its Affiliates, on the one hand, and the Administrative Agent, any other Agent, any Lead Arranger, any Global Coordinator, any Issuing Bank or any Bank, on the other hand, is intended to be or has been created in respect of this Agreement, irrespective of whether any such Person has advised or is advising the Borrower or any of its Affiliates on other matters, (b) each of the Administrative Agent, the other Agents, the Lead Arrangers, the Global Coordinators, the Issuing Banks and the LendersBanks, on the one hand, and the Borrower and its Affiliates, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower and its Affiliates rely on, any fiduciary duty to them on the part of the Administrative Agent, any other Agent, any Lead Arranger, any Global Coordinator, any Issuing Bank or any Bank, (iic) the Borrower and its Affiliates are capable of evaluating and understanding, and each of the Borrower and its Affiliates understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and by the other Loan Documents, (d) the Borrower and its Affiliates have been advised that the Administrative Agent, the other Agents, the Lead Arrangers, the Global Coordinators, the Issuing Banks and the Banks are engaged in a broad range of transactions that may involve interests that differ from the interests of the Borrower and its Affiliates and no such Person has any obligation to disclose such interests and transactions to the Borrower or any of its Affiliates, (e) the Borrower and its Affiliates have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby and by the other Loan Documents; (b) (if) each of the Administrative Agent, the Issuing Banksother Agents, the Arrangers Lead Arrangers, the Global Coordinators, the Issuing Banks and the Lenders is Banks has been, is, and has been will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, Affiliates or any other Person and (ii) neither the Administrative Agent, any Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with entity in respect to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing Banks, each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby by any Loan Document, Borrowers acknowledge and agree that (including in connection with a)(i) this credit facility and any amendment, waiver arranging or other modification hereof or of any other Loan Document)services by Arranger, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangersany Lender, the any Issuing Banks and the Lenders Bank or any of their Affiliates are arm’s-length commercial transactions between the Borrower Obligors and its their Affiliates, on the one hand, and the Arranger, Administrative Agent, the Arrangersany Issuing Bank, the Issuing Banks and the Lendersany Lender or any of their Affiliates, on the other hand, ; (ii) the Borrower has Obligors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, ; and (iii) the Borrower is Obligors are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Arranger, Administrative Agent, the Lenders, any Issuing Banks, the Arrangers Bank and the Lenders their Affiliates and any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesObligors, their Affiliates or any other Person Person, and has no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set forth therein; and (iic) neither the Administrative Agent, any Issuing Bank, Lenders, their Affiliates and any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing Banks, each Arranger and the Lenders and their respective Affiliates arranger may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Obligors and its their Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender has any have no obligation to disclose any of such interests to the Borrower Obligors or its their Affiliates. The BorrowerTo the fullest extent permitted by Applicable Law, on behalf of itself each Obligor hereby waives and each of its Subsidiaries and Affiliatesreleases any claims that it may have against Arranger, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, Lenders and their Affiliates with respect to any Arranger breach of agency or fiduciary duty in connection with any Lendertransaction contemplated by a Loan Document. Each Obligor hereby agrees that it will not claim that Arranger, on the one hand, and the BorrowerAdministrative Agent, any of its SubsidiariesIssuing Bank, Lenders or their respective equityholders Affiliates has rendered advisory services of any nature or Affiliates, on the otherowes any agency or fiduciary or similar duty to it in connection with any transaction contemplated by a Loan Document.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower and Guarantor acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between any Borrower or Guarantor and its Subsidiaries and the Administrative Agent, the L/C Issuer, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, the L/C Issuer, or any Lender has advised or is advising any Borrower or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersL/C Issuer, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the ArrangersL/C Issuer, the Issuing Banks and the Lenders, on the other hand, (iiiii) the each Borrower and Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the each Borrower and Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing BanksL/C Issuer, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bankthe L/C Issuer, any Arranger nor any Lender and the Lenders has any obligation to the any Borrower or Guarantor or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksL/C Issuer, each Arranger and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the any Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bankthe L/C Issuer, any Arranger or any Lender and the Lenders has any obligation to disclose any of such interests to the any Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself each Borrower and each of its Subsidiaries Guarantor hereby waives and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one handL/C Issuer, and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between any Credit Party and any of their respective Subsidiaries and the arranging Administrative Agent, the Collateral Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, the Collateral Agent, or any Lender has advised or is advising any Credit Party or any of their respective Subsidiaries on other matters, (ii) the lending and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the Lenders are arm’s-length commercial transactions between the Borrower Credit Parties and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the Lenders, on the other hand, (iiiii) the Borrower has Credit Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it that they has deemed appropriate, appropriate and (iiiiv) the Borrower is Credit Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Collateral Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Credit Parties or any of its Subsidiariestheir respective Affiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender the Collateral Agent and the Lenders has any obligation to the Borrower Credit Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Collateral Agent and the Lenders and their respective Affiliates may be engaged engaged, in a broad range of transactions that involve interests that differ from those of the Borrower Credit Parties and its their respective Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender the Collateral Agent and the Lenders has any obligation to disclose any of such interests to the Borrower Credit Parties or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Credit Parties hereby waive and release any claims that they may have against any of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Collateral Agent and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agreesHoldings each acknowledge and agree, and acknowledges its Subsidiariesacknowledge their respective Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Arrangers and the Lenders, on the other hand, (ii) each of the Borrower and Holdings and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and Holdings and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (biv) (i) each of the Administrative Agent, the Issuing Bankseach Arranger, the Arrangers Co-Documentation Agents and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, Holdings or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiv) neither the Administrative Agent, any Issuing Bank, Agent nor any Arranger nor any or Lender has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (cvi) the Administrative Agent, the Issuing Banks, each Arranger Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor the Arrangers or any Lender has Lenders have any obligation to disclose any of such interests to the Borrower or its Borrower, Holdings and their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Borrower and Affiliates, agrees Holdings hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Arrangers and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges Borrowers acknowledge and agrees, and acknowledges its Subsidiaries’ understanding, agree that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lenders and the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers, Lenders and the Issuing Banks and the LendersBanks, on the other hand, (iiB) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (iiiC) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, Lenders and each of the Issuing Banks, the Arrangers and the Lenders Banks is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its Subsidiariestheir Affiliates, or any other Person person and (iiB) neither the Administrative Agent, any no Lender and no Issuing Bank, any Arranger nor any Lender Bank has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) each of the Administrative Agent, Lenders and each of the Issuing Banks, each Arranger and the Lenders Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and none of the Administrative Agent, any no Lender and no Issuing Bank, any Arranger or any Lender Bank has any obligation to disclose any of such interests to the Borrower Borrowers or its their Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf the Borrowers hereby waive and release any claims that it may have against each of itself the Lenders and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents Issuing Banks with respect to any breach or otherwise will be deemed to create an advisory, fiduciary or alleged breach of agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, the Arranger or any Lender has advised or is advising the Borrower or any Subsidiary on other matters; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Arranger and the Lenders, on the other hand, ; (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, ; and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Arranger and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and Person; (ii) neither the Administrative Agent, any Issuing Bank, any the Arranger nor any Lender of the Lenders has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and none of neither the Administrative Agent, any Issuing Bankthe Arranger, any Arranger or any Lender nor the Lenders has any obligation to disclose any of such interests to the Borrower or its AffiliatesSubsidiaries. The BorrowerTo the fullest extent permitted by Law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any the Arranger or any Lender, on the one hand, and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the Guarantor acknowledges and agrees, and acknowledges its Subsidiariesaffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower Borrower, the Guarantor and its Affiliatestheir respective affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks and the Lendersother Lead Arrangers, on the other hand, (iiB) each of the Borrower and the Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower and the Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers each Bank and the Lenders each Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, the Guarantor or any of its Subsidiariestheir respective affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender Bank nor any Lead Arranger has any obligation to the Borrower Borrower, the Guarantor or any of its Affiliates their respective affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Banks and the Lenders Lead Arrangers and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the Guarantor and its Affiliatestheir respective affiliates, and none of neither the Administrative Agent, Agent nor any Issuing Bank, Bank nor any Lead Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf the Guarantor or any of itself and their respective affiliates. To the fullest extent permitted by law, each of its Subsidiaries the Borrower and Affiliates, agrees the Guarantor hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, the Banks and the other Lead Arrangers with respect to any Issuing Bank, breach or alleged breach of any Arranger agency or any Lender, on the one hand, and fiduciary duty to the Borrower, the Guarantor or any of its Subsidiaries, or their respective equityholders or Affiliates, on the otherAffiliates in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Co-Syndication Agents and the Lenders are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Co-Syndication Agents and the Lenders, on the other hand, (ii) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Issuing Banks, Co-Syndication Agents and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Subsidiariestheir respective Affiliates, or any other Person and (ii) neither none of the Administrative Agent, any Issuing BankArranger, any Arranger Co-Syndication Agent nor any Lender has any obligation to the such Borrower or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing BanksArrangers, each Arranger and the Co-Syndication Agents, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Company and its Affiliates, and none of the Administrative Agent, any Issuing BankArranger, any Arranger or Co-Syndication Agent nor any Lender has any obligation to disclose any of such interests to the such Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself each Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Co-Syndication Agents and the Borrower, Arrangers with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the other.fiduciary duty in connection with any aspect of any transaction contemplated hereby. 135

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and each of the Borrower Borrowers acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between Holdings, the Borrower Borrowers and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Joint Lead Arrangers and the Lenders, on the other hand, (iiB) each of Holdings and each of the Borrower Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of Holdings and each of the Borrower Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers each Joint Lead Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Holdings, the Borrower Borrowers or any of its Subsidiariestheir respective Affiliates, or any other Person person and (iiB) neither the Administrative Agent, any Issuing Bank, any Joint Lead Arranger nor any Lender has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower Borrowers and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing Bank, any Joint Lead Arranger or nor any Lender has any obligation to disclose any of such interests to Holdings, the Borrower Borrowers or its their Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf each of itself Holdings and each of its Subsidiaries the Borrowers hereby waives and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger the Joint Lead Arrangers or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its Subsidiaries’ understandingother Affiliates, that: (ai) (iA) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising any of the Borrower and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesLoan Parties, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, (iiC) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiD) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor Agent or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger Agent or any Lender has any obligation to disclose any of such interests and transactions to the Borrower or any of its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: that (aa)(i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Arrangers, the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Arrangers, the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (iii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Administrative Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Administrative Agent and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (ib)(i) each of the Arrangers, the Administrative Agent, the Issuing Banks, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Arrangers, the Administrative Agent, any Issuing Bank, any Arranger nor any Lender and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Arrangers, the Administrative Agent, the Issuing Banks, each Arranger and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Arrangers, the Administrative Agent, any Issuing Bank, any Arranger or any Lender and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself and each of its Subsidiaries and Affiliatesthe Arrangers, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof of this Agreement or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (ii)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Syndication Agent and the Lenders Co-Documentation Agents are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Syndication Agent and the LendersCo-Documentation Agents, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (b) (iii)(A) each of the Administrative Agent, the Issuing Bankseach Arranger, the Arrangers Syndication Agent and the Lenders each Co-Documentation Agent is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and (iiB) neither none of the Administrative Agent, any Issuing BankArranger, the Syndication Agent or any Arranger nor any Lender Co-Documentation Agent has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksArrangers, each Arranger the Syndication Agent and the Lenders Co-Documentation Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and none of the Administrative Agent, any Issuing Bankthe Arrangers, any Arranger or any Lender has any the Syndication Agent and the Co-Documentation Agents have no obligation to disclose any of such interests to the Borrower or its AffiliatesSubsidiaries. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bankthe Arrangers, any Arranger or any Lender, on the one hand, Syndication Agent and the Borrower, Co-Documentation Agents with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on fiduciary duty in connection with the othertransactions contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower and PAA acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Syndication Agent and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers, PAA and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Syndication Agent and the Lenders, on the other hand, (ii) each of the Borrower Borrowers and PAA has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Borrower Borrowers and PAA is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Issuing Banks, Syndication Agent and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Borrower, PAA or any of its Subsidiariestheir respective Affiliates, or any other Person and (ii) neither none of the Administrative Agent, any Issuing BankArranger, any Arranger the Syndication Agent nor any Lender has any obligation to the any Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing BanksArrangers, each Arranger and the Syndication Agent, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers, PAA and its their respective Affiliates, and none of the Administrative Agent, any Issuing BankArranger, any Arranger or the Syndication Agent nor any Lender has any obligation to disclose any of such interests to the Borrower any Borrower, PAA or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Borrowers and Affiliates, agrees PAA hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Syndication Agent and the Borrower, Arrangers with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Parent and the Borrower acknowledges and agrees, and acknowledges its the other Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or (except as expressly provided in Section 12.04) agency relationship between the Parent and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Parent or the Borrower or any other Restricted Subsidiary on other matters; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower Parent and its AffiliatesRestricted Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, ; (iiiii) the Parent and the Borrower has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it that each has deemed appropriate, ; and (iiiiv) the Parent and the Borrower is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Parent or any of its Subsidiaries, or any other Person and Person; (ii) neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender the Lenders has any obligation to the Borrower Parent or any of its Affiliates Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower Parent and its AffiliatesSubsidiaries, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent nor the Lenders has any obligation to disclose any of such interests to the Borrower Parent or its AffiliatesSubsidiaries. To the fullest extent permitted by Law, each of the Parent and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency (except as expressly set forth in Section 12.04) or fiduciary duty in connection with any aspect of any transaction contemplated hereby. [SIGNATURES BEGIN NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. PARENT: RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership By: Rice Midstream Management LLC, a Delaware limited liability company, its general partner By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer BORROWER: RICE MIDSTREAM OPCO LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] ADMINISTRATIVE AGENT, ISSUING BANK AND LENDER: XXXXX FARGO BANK, N.A., as Administrative Agent, Issuing Bank and Lender By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Director [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: BMO XXXXXX BANK N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: CITIBANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: FIFTH THIRD BANK, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx Xxxxx, Jr. Name: Xxxxx Xxxxx, Jr. Title: Authorized Signatory [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: COMERICA BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx. Xxxxxxxxx Title: Senior Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: SUNTRUST BANK, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: COMPASS BANK, as a Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: AMEGY BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] ANNEX I LIST OF COMMITMENTS Name of Lender Applicable Percentage Commitment Xxxxx Fargo Bank, N.A. 9.00000000 % $ 42,000,000.00 Barclays Bank PLC 8.00000000 % $ 39,600,000.00 BMO Xxxxxx Bank N.A. 8.00000000 % $ 39,600,000.00 Citibank, N.A. 8.00000000 % $ 39,600,000.00 Fifth Third Bank 8.00000000 % $ 39,600,000.00 Royal Bank of Canada 8.00000000 % $ 39,600,000.00 Capital One, National Association 7.77777778 % $ 35,000,000.00 Comerica Bank 7.00000000 % $ 35,000,000.00 PNC Bank, National Association 7.77777778 % $ 35,000,000.00 SunTrust Bank 7.00000000 % $ 35,000,000.00 Compass Bank 5.00000000 % $ 25,000,000.00 U.S. Bank National Association 5.55555556 % $ 25,000,000.00 Amegy Bank National Association 4.44444444 % $ 20,000,000.00 TOTAL 100.00 % $ 450,000,000.00 Annex I EXHIBIT A FORM OF NOTE $[ ] , 201[ ] FOR VALUE RECEIVED, Rice Midstream OpCo LLC, a Delaware limited liability company (the “Borrower”) hereby promises to pay to [ ] (the “Lender”), at the office of Xxxxx Fargo Bank, N.A. (the “Administrative Agent”), located at [ ], the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, on behalf of itself and each payment made on account of the principal thereof, shall be recorded by the Lender on its Subsidiaries and Affiliatesbooks and, agrees that nothing prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Loan Documents or otherwise will be deemed to create an advisoryCredit Agreement dated as of December 22, fiduciary or agency relationship or fiduciary or other implied duty between 2014 among the Parent, the Borrower, the Administrative Agent, any Issuing and the lenders and other parties signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. The Credit Agreement contains requirements for the transfer of this Note and the registration of such transfer. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. RICE MIDSTREAM OPCO LLC, a Delaware limited liability company By: Name: Title: Exhibit A EXHIBIT B FORM OF BORROWING REQUEST [ ], 20[ ] RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.03 of the Credit Agreement dated as of December 22, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Parent, the Borrower, Xxxxx Fargo Bank, any Arranger N.A., as Administrative Agent, the lenders (the “Lenders”) which are or any Lender, on the one handbecome parties thereto, and the Borrowerother parties thereto (unless otherwise defined herein, any of its Subsidiarieseach capitalized term used herein is defined in the Credit Agreement), or their respective equityholders or Affiliates, on the other.hereby requests a Borrowing as follows:

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Structuring Agent, the Administrative Agent, any Issuing Bank, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Structuring Agent, the Administrative Agent, any Issuing Bank or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Structuring Agent, the ArrangersAdministrative Agent, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Structuring Agent, the ArrangersAdministrative Agent, the Issuing Banks and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Structuring Agent, the Administrative Agent, the Issuing Banks, the Arrangers Banks and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Structuring Agent, the Administrative Agent, any the Issuing Bank, any Arranger nor any Lender Banks and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Structuring Agent, the Administrative Agent, the Issuing Banks, each Arranger Banks and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Structuring Agent, the Administrative Agent, any the Issuing Bank, any Arranger or any Lender Banks and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself and each of its Subsidiaries and Affiliatesthe Structuring Agent, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any the Issuing Bank, any Arranger or any Lender, on the one hand, Banks and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Borrower Credit Parties acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Lenders and the Lenders L/C Issuers are arm’s-length commercial transactions between the Borrower Credit Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Lenders and the LendersL/C Issuers, on the other hand, (iiB) each of the Borrower Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Credit Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksArrangers, the Arrangers Lenders and the Lenders L/C Issuers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Credit Parties or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither none of the Administrative Agent, any Issuing Bankthe Arrangers, any Arranger the Lenders nor any Lender the L/C Issuers has any obligation to the Borrower Credit Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (ciii) the Administrative Agent, the Issuing BanksArrangers, each Arranger the Lenders and the Lenders L/C Issuers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Credit Parties and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing Bankthe Arrangers, any Arranger Lender or any Lender L/C Issuer has any obligation to disclose any of such interests to the Borrower any Borrower, any other Credit Party or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf of itself and each of its Subsidiaries the Borrowers and Affiliates, agrees the other Credit Parties hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bankthe Arrangers, any Arranger or any Lender, on the one hand, Lenders and the Borrower, L/C Issuers with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Loan Parties acknowledges and agrees, agrees (on behalf of itself and acknowledges its Subsidiaries’ understandingAffiliates), that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks L/C Issuers and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks L/C Issuers and the Lenders, on the other hand, (iiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksArrangers, the Arrangers L/C Issuers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Loan Parties or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing BankArranger, any Arranger L/C Issuer nor any Lender has any obligation to the Borrower Loan Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksArrangers, each Arranger and the L/C Issuers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing BankArranger, any Arranger or L/C Issuer nor any Lender has any obligation to disclose any of such interests to the Borrower or its Loan Parties and their respective Affiliates. The Borrower, on behalf Each of itself and each of its Subsidiaries and Affiliates, the Loan Parties hereby agrees that nothing in the Loan Documents or otherwise it will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between not claim that any of the Administrative Agent, any Issuing BankArrangers, any Arranger L/C Issuers or any Lender, on the one hand, Lenders and the Borrower, any of its Subsidiaries, or their respective equityholders affiliates owes a fiduciary duty or Affiliates, on the othersimilar duty to it in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent, any Issuing Bank, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, any Issuing Bank or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Banks and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any the Issuing Bank, any Arranger nor any Lender Banks and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Banks and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any the Issuing Bank, any Arranger or any Lender Banks and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Applicable Law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any the Issuing Bank, any Arranger or any Lender, on the one hand, Banks and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersCo-Syndication Agents, the Issuing Banks Joint Bookrunners and the Lenders are arm’s-length commercial transactions between the Borrower such Loan Party and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersCo-Syndication Agents, the Issuing Banks Joint Bookrunners and the Lenders, on the other hand, (iiB) the Borrower such Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower such Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksCo-Syndication Agents, the Arrangers Joint Bookrunners and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Loan Party or any of its Subsidiaries, or any other Person and (iiB) neither the Administrative Agent, any Issuing BankCo-Syndication Agent, any Arranger Joint Bookrunner nor any Lender has any obligation to the Borrower any Loan Party or any of its Affiliates with respect to the Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksCo-Syndication Agents, each Arranger the Joint Bookrunners and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower such Loan Party and its Affiliates, and none of neither the Administrative Agent, any Issuing BankCo-Syndication Agent, any Arranger or Joint Bookrunner nor any Lender has any obligation to disclose any of such interests to the Borrower such Loan Party or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf each Loan Party hereby waives and releases any claims that it may have against the Agent, the Co-Syndication Agents, the Joint Bookrunners and the Lenders with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the and WFS, Citi and DB, in their capacities as Joint Lead Arrangers, the Issuing Banks and the Lenders any Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersWFS, the Issuing Banks Citi, DB and the Lenders, such Lender on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksWFS, the Arrangers Citi, DB and the Lenders any Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither none of the Administrative Agent, any Issuing BankWFS, any Arranger nor Citi, DB or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksWFS, each Arranger Citi, DB and the Lenders any Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing BankWFS, any Arranger Citi, DB or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, WFS, Citi, DB and any Issuing Bank, Lender with respect to any Arranger breach or alleged breach of agency or fiduciary duty in connection with any Lender, on the one hand, and the Borrower, aspect of any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent, any other Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, any other Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks other Agents and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks other Agents and the Lenders, on the other hand, ; (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, ; and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers other Agents and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender the other Agents or the Lenders has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger other Agents and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and none of the Administrative Agent, any Issuing Bank, any Arranger the other Agents or any Lender the Lenders has any obligation to disclose any of such interests to the Borrower or its AffiliatesSubsidiaries. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, other Agents and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby hereby, each Loan Party acknowledges and agrees that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders are an arm’s-length commercial transactions transaction between the Borrower Company and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Lenders and the LendersBookrunner, on the other hand, (ii) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower Company is capable of evaluating, evaluating and understands and accepts, accepts the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (bii) (i) in connection with the process leading to such transaction, each of the Administrative Agent, the Issuing Banks, the Arrangers Lenders and the Lenders Bookrunner is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is notnot , and will not be acting as an the financial advisor, agent or fiduciary fiduciary, for the Borrower he Company or any of its SubsidiariesAffiliates, stockholders, creditors or employees or any other Person and Person; (iii) neither none of the Administrative Agent, the Lenders or the Bookrunner has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Agent, any Issuing BankLender or the Bookrunner has advised or is currently advising the Company or its Affiliates on other matters) and none of the Agent, any Arranger nor any Lender the Lenders or the Bookrunner has any obligation to the Borrower Company or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (cii) the Administrative Agent, the Issuing Banks, each Arranger Lenders and the Lenders Bookrunner and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Company and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger the Lenders or any Lender the Bookrunner has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agent, the Lenders and the Bookrunner have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Company has consulted its own legal, accounting, regulatory and tax advisors to the Borrower or its Affiliatesextent it has deemed appropriate. The BorrowerCompany hereby waives and releases, on behalf to the fullest extent permitted by law, any claims that it may have against the Agent, the Lenders and the Bookrunner with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the otherduty.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersJPMS, the Issuing Banks other Lead Arranger(s) and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersJPMS, the Issuing Banks other Lead Arranger(s) and the Lenders, on the other hand, (iiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksJPMS, the Arrangers each other Lead Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Loan Parties or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing BankJPMS, any other Lead Arranger nor any Lender has any obligation to the Borrower Loan Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, JPMS, the Issuing Banksother Lead Arranger(s), each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing BankJPMS, any other Lead Arranger or nor any Lender has any obligation to disclose any of such interests to the Borrower or its Loan Parties and their respective Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Issuing BankJPMS, any Arranger the other Lead Arranger(s) or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersArranger, the Issuing Banks and LC Issuers, the Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersArranger, the Issuing Banks LC Issuers, the Lenders and the Lenderstheir respective Affiliates, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksArranger, the Arrangers and LC Issuers, the Lenders and any of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither none of the Administrative Agent, any Issuing Bankthe Arranger, any Arranger nor LC Issuer or any Lender and any of their respective Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksArranger, each Arranger and the LC Issuers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bankthe Arranger, any Arranger or LC Issuer, any Lender and any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bankthe Arranger, any Arranger or any Lender, on the one hand, and the BorrowerLC Issuer, any Lender and any of its Subsidiaries, or their respective equityholders Affiliates with respect to any breach or Affiliates, on the otheralleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, amendment and restatement, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the Guarantor acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Borrower, the Guarantor and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Arrangers and the Lenders, on the other hand, (iiB) each of the Borrower and the Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is and the Guarantor are capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, the Guarantor or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower Borrower, the Guarantor or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the Guarantor and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or nor any Lender has any obligation to disclose any of such interests to the Borrower Borrower, the Guarantor or its any of their respective Affiliates. The Borrower, on behalf Each Loan Party agrees it will not claim that any of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any LenderLender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to such Loan Party, on the one hand, and the Borrower, in connection with any of its Subsidiaries, or their respective equityholders or Affiliates, on the other.transactions contemplated hereby. 118

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower Designated Company and each other Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, agrees that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the Lenders Mandated Lead Arrangers are arm’s-length commercial transactions between the Borrower Designated Company and its each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the LendersMandated Lead Arrangers, on the other hand, (iiB) each of the Borrower Designated Company and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower Designated Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksCollateral Agent, the Arrangers and the Lenders Mandated Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Designated Company, any other Loan Party or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bank, any Arranger the Collateral Agent nor any Lender the Mandated Lead Arrangers has any obligation to the Borrower Designated Company, any other Loan Party or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Collateral Agent and the Lenders Mandated Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Designated Company, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Collateral Agent nor any Issuing Bank, any Arranger or any Lender of the Mandated Lead Arrangers has any obligation to disclose any of such interests to the Borrower Designated Company, any other Loan Party or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Designated Company and Affiliates, agrees the other Loan Parties hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Collateral Agent and the Borrower, Mandated Lead Arrangers with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ ' understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’sarm's-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, ; (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, ; and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and Person; (ii) neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender the Lenders has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent nor the Lenders has any obligation to disclose any of such interests to the Borrower or its AffiliatesSubsidiaries. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Sustainability Coordinators and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Sustainability Coordinators and the Lenders, on the other hand, (iiB) the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksArrangers, the Arrangers Sustainability Coordinators and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing BankArranger, any Arranger Sustainability Coordinator nor any Lender has any obligation to the Borrower or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksArrangers, each Arranger and the Sustainability Coordinators, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent, any Issuing BankArranger, any Arranger or Sustainability Coordinator nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower and each of its Subsidiaries other Loan Party hereby waives and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Arrangers and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (aa)(i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters; (iii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, ; (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, ; and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (bb)(i) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender the Lenders has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent nor the Lenders has any obligation to disclose any of such interests to the Borrower or its AffiliatesSubsidiaries. The BorrowerTo the fullest extent permitted by law, on behalf the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, ; (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, ; and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person and Person; (ii) neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender the Lenders has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent nor the Lenders has any obligation to disclose any of such interests to the Borrower or its AffiliatesSubsidiaries. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersSustainability Coordinator, the Issuing Banks BAS and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersSustainability Coordinator, the Issuing Banks BAS and the Lenders, on the other hand, (iiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksBAS, the Arrangers Sustainability Coordinator and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or Loan Parties, any of its Subsidiaries, their respective Affiliates or any other Person and (iiB) neither none of the Administrative Agent, any Issuing BankBAS, any Arranger nor the Sustainability Coordinator or any Lender has any obligation to the Borrower Loan Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, BAS, the Issuing BanksSustainability Coordinator, each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and none of the Administrative Agent, any Issuing BankBAS, any Arranger the Sustainability Coordinator or any Lender has any obligation to disclose any of such interests to the Borrower or its Loan Parties and their respective Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Issuing BankBAS, any Arranger the Sustainability Coordinator or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender Agent and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself the Administrative Agent and each the Lenders with respect to any breach or alleged breach of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, understanding that: (a) (i) the arranging and other services regarding this Agreement provided transactions contemplated by the Administrative Agent, Loan Documents (including the Arrangers, the Issuing Banks exercise of rights and the Lenders remedies hereunder and thereunder) are arm’s-length commercial transactions between the Borrower Agents, the Lenders, the Issuing Banks, the Swing Line Lender and its Affiliates, the Lead Arrangers on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Loan Parties and the Lenderstheir Affiliates, on the other hand, (ii) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative AgentAgents, the Issuing Banks, the Arrangers Swing Line Lender and the Lenders Lead Arrangers are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Loan Parties, its stockholders or its Affiliates (irrespective of whether any of Lender has advised, is currently advising or will advise any Loan Party, its Subsidiariesstockholders or its Affiliates on other matters), or any other Person and (ii) neither none of the Administrative AgentAgents, any the Issuing BankBanks, any Arranger the Swing Line Lender, the Lead Arrangers nor any Lender has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative AgentAgents, the Issuing Banks, each Arranger and the Swing Line Lender, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve economic interests that differ from conflict with those of the Borrower and its AffiliatesLoan Parties, their stockholders and/or their affiliates, and none of the Administrative AgentAgents, any the Issuing BankBanks, any Arranger or the Swing Line Lender, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrowersuch Loan Party, any of its Subsidiaries, stockholders or their respective equityholders or Affiliatesits affiliates, on the other. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Agents, the Issuing Banks, the Swing Line Lender, the Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersXxxxx Fargo, the Issuing Banks other lead arranger(s) and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersXxxxx Fargo, the Issuing Banks other lead arranger(s) and the Lenders, on the other hand, (iiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksXxxxx Fargo, the Arrangers each other lead arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Loan Parties or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing BankXxxxx Fargo, any Arranger other lead arranger nor any Lender has any obligation to the Borrower Loan Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, Xxxxx Fargo, the Issuing Banksother lead arranger(s), each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing BankXxxxx Fargo, any Arranger or other lead arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or its Loan Parties and their respective Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Issuing BankXxxxx Fargo, any Arranger the other lead arranger(s) or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the Guarantor acknowledges and agrees, and acknowledges its Subsidiariesaffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower Borrower, the Guarantor and its Affiliatestheir respective affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks and the Lendersother Lead Arrangers, on the other hand, (iiB) each of the Borrower and the Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower and the Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers each Bank and the Lenders each Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, the Guarantor or any of its Subsidiariestheir respective affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender Bank nor any Lead Arranger has any obligation to the Borrower Borrower, the Guarantor or any of its Affiliates their respective affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Banks and the Lenders Lead Arrangers and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the Guarantor and its Affiliatestheir respective affiliates, and none of neither the Administrative Agent, Agent nor any Issuing Bank, Bank nor any Lead Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf the Guarantor or any of itself and their respective affiliates. To the fullest extent permitted by law, each of its Subsidiaries the Borrower and Affiliates, agrees the Guarantor hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, the Banks and the other Lead Arrangers with respect to any Issuing Bank, breach or alleged breach of any Arranger agency or any Lender, on the one hand, and fiduciary duty to the Borrower, the Guarantor or any of its Subsidiaries, or their respective equityholders or Affiliates, on the otheraffiliates in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersLenders, the Issuing Banks and the Lenders Arrangers and, in each case, their Affiliates are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersLenders, the Issuing Banks and the LendersArrangers and, in each case, their Affiliates, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Credit Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksLenders, the Arrangers and the Lenders and, in each case, their Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither the Administrative AgentAgent nor any of the Lenders nor any of the Arrangers nor, in each case, any Issuing Bank, any Arranger nor any Lender of their Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (ciii) the Administrative Agent, the Issuing BanksLenders, the Arrangers and, in each Arranger and the Lenders and case, their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none neither the Administrative Agent nor any of the Administrative AgentLenders nor any of the Arrangers nor, in each case, any Issuing Bank, any Arranger or any Lender of their Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the other.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersSustainability Structuring Agent, the Issuing Banks Arrangers and the Lenders are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersSustainability Structuring Agent, the Issuing Banks Arrangers and the Lenders, on the other hand, (ii) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (iii) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Issuing BanksSustainability Structuring Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower such Borrower, any other Loan Party or any of its SubsidiariesAffiliates, or any other Person and (ii) neither none of the Administrative Agent, any Issuing Bankthe Sustainability Structuring Agent, any Arranger nor of the Arrangers or any Lender of the Lenders has any obligation to the such Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; Documents and (c) the Administrative Agent, the Issuing BanksSustainability Structuring Agent, each Arranger the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bankthe Sustainability Structuring Agent, any Arranger or any Lender has any obligation to disclose any of such interests to the such Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Borrowers hereby waives and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bankthe Sustainability Structuring Agent, any Arranger or any Lender, on the one hand, Arrangers and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (aa)(i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Agent, any Issuing Bank, any Swingline Lender or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any Agent, any Issuing Bank, any Swingline Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (iii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersAgents, the Issuing Banks Banks, the Swingline Lenders and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersAgents, the Issuing Banks Banks, the Swingline Lenders and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (bb)(i) (i) each of the Administrative AgentAgents, the Issuing Banks, the Arrangers Swingline Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative AgentAgents, any the Issuing BankBanks, any Arranger nor any Lender the Swingline Lenders and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative AgentAgents, the Issuing Banks, each Arranger the Swingline Lenders and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative AgentAgents, any the Issuing BankBanks, any Arranger or any Lender the Swingline Lenders and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Applicable Law, on behalf the Borrower hereby waives and releases any claims that it may have against the Agents, the Issuing Banks, the Swingline Lenders and the Lenders with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Arranger, the Administrative Agent, any Issuing Lender or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Arrangers, the Administrative Agent, any Issuing Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Arrangers, the Administrative Agent, the Arrangers, the Issuing Banks Lenders and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Arrangers, the Administrative Agent, the Arrangers, the Issuing Banks Lenders and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Arrangers, the Administrative Agent, the Issuing Banks, the Arrangers Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Arrangers, the Administrative Agent, any the Issuing Bank, any Arranger nor any Lender Lenders and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Arrangers, the Administrative Agent, the Issuing Banks, each Arranger Lenders and the Lenders and their respective branches and Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Arrangers, the Administrative Agent, any the Issuing Bank, any Arranger or any Lender Lenders and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself and each of its Subsidiaries and Affiliatesthe Arrangers, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any the Issuing Bank, any Arranger or any Lender, on the one hand, Lenders and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between Holdings and its Subsidiaries and any Agent, any Arranger, any Lender or any of their respective Affiliates is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any Agent, any Arranger, any Lender, or any of their respective Affiliates has advised or is advising Holdings or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers, the Issuing Banks Arranger and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative AgentAgents, the Arrangers, the Issuing Banks Arranger and the Lenders, on the other hand, (iiiii) the Borrower has Holdings and its Subsidiaries have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has that they have deemed appropriate, appropriate and (iiiiv) the Borrower is Holdings and its Subsidiaries are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative AgentAgents, the Issuing Banks, the Arrangers Arranger and the Lenders is each are and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has have not been, is are not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its Subsidiaries, Affiliates or any other Person and Person; (ii) neither none of the Administrative AgentAgents, any Issuing Bank, any the Arranger nor any Lender and the Lenders has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative AgentAgents, the Issuing Banks, each Arranger and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and none of the Administrative AgentAgents, the Arranger, the Lenders and any Issuing Bank, any Arranger or any Lender of their respective Affiliates has any obligation to disclose any of such interests to the Borrower Borrowers or its their Affiliates. The BorrowerTo the fullest extent permitted by law, the Borrowers hereby waive and release (on behalf of itself Holdings and each its Subsidiaries) any claims that it may have against the Agents, the Arranger, the Lenders and any of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents their respective Affiliates with respect to any breach or otherwise will be deemed to create an advisory, fiduciary or alleged breach of agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and Holdings acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agents and the Lenders Blackstone Representative are arm’s-length commercial transactions between the Borrower Borrower, Holdings and their respective and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agents and the LendersBlackstone Representative, on the other hand, (iiB) each of the Borrower has and Holdings havehas consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower is and Holdings areis capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative AgentAgents, the Issuing Banks, the Arrangers and each Lender and the Lenders Blackstone Representative is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, Holdings or any of its Subsidiariestheir respectiveits Affiliates, or any other Person and (iiB) neither the Administrative AgentAgents, any Issuing Bank, any Arranger nor any Lender or the Blackstone Representative has any obligation to the Borrower Borrower, Holdings or any of its their respectiveits Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative AgentAdministrativeeach Agents, the Issuing Banks, and each Arranger Lender and the Lenders Blackstone Representative and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and their respective and its Affiliates, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agents nor the Blackstone Representative has any anysuch Agent has no obligation to disclose any of such interests to the Borrower Borrower, Holdings, or its any of theirits respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Borrower and Affiliates, agrees Holdings hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the it may have against each Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and each Lender and the Borrower, Blackstone Representative with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: agrees that (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersLenders, the Issuing Banks and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersLenders, the Issuing Banks and the LendersLead Arrangers, on the other hand, (iiB) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksLenders, the Arrangers Issuing Banks and the Lenders Lead Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower or Borrower, Holdings, any of its Subsidiaries, their respective Affiliates or any other Person and (iiB) neither none of the Administrative Agent, any the Lenders, the Issuing Bank, any Arranger nor any Lender Banks or the Lead Arrangers has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Lenders, the Issuing Banks, each Arranger and the Lenders Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of the Administrative Agent, any the Lenders, the Issuing Bank, any Arranger or any Lender Banks and the Lead Arrangers has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Borrower and Affiliates, agrees Holdings hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, the Lenders, the Issuing Banks or the Lead Arrangers with respect to any Issuing Bank, breach or alleged breach of agency or fiduciary duty in connection with any Arranger or aspect of any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the other.transaction contemplated hereby. 135 Blue Bird Body Company Credit Agreement

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sustainability Structuring Agent, the Lead Arrangers, the Issuing Banks and the Lenders Banks are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sustainability Structuring Agent, the Lead Arrangers, the Issuing Banks and the LendersBanks, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksSustainability Structuring Agent, the Arrangers each Lead Arranger and the Lenders each Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bankthe Sustainability Structuring Agent, any Lead Arranger nor any Lender Bank has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksSustainability Structuring Agent, each Arranger the Lead Arrangers and the Lenders Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent, any Issuing Bankthe Sustainability Structuring Agent, any Arranger or Lead Arranger, nor any Lender Bank has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, Borrower hereby agrees that nothing in the Loan Documents or otherwise it will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between not assert any claims against the Administrative Agent, any Issuing Bankthe Sustainability Structuring Agent, any Lead Arranger or any Lender, Bank based on the one hand, and the Borrower, an alleged breach of agency or fiduciary duty in connection with any aspect of its Subsidiaries, or their respective equityholders or Affiliates, on the otherany transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the REIT acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower Borrower, the REIT -144- and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Arrangers and the Lenders, on the other hand, (iiB) each of the Borrower and the REIT has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower and the REIT is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, the REIT or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bankthe Arrangers, any Arranger nor any Lender has have any obligation to the Borrower Borrower, the REIT or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksArrangers, each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the REIT and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or the Arrangers nor any Lender has have any obligation to disclose any of such interests to the Borrower Borrower, the REIT or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Borrower and Affiliates, agrees the REIT hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Arrangers and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between any Credit Party and any of their respective Subsidiaries and the arranging Administrative Agent, the Collateral Agent or any Lender is intended to be Annex A or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, the Collateral Agent, or any Lender has advised or is advising any Credit Party or any of their respective Subsidiaries on other matters, (ii) the lending and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the Lenders are arm’s-length commercial transactions between the Borrower Credit Parties and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the Lenders, on the other hand, (iiiii) the Borrower has Credit Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it that they has deemed appropriate, appropriate and (iiiiv) the Borrower is Credit Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Collateral Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Credit Parties or any of its Subsidiariestheir respective Affiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender the Collateral Agent and the Lenders has any obligation to the Borrower Credit Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Collateral Agent and the Lenders and their respective Affiliates may be engaged engaged, in a broad range of transactions that involve interests that differ from those of the Borrower Credit Parties and its their respective Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender the Collateral Agent and the Lenders has any obligation to disclose any of such interests to the Borrower Credit Parties or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Credit Parties hereby waive and release any claims that they may have against any of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Collateral Agent and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Credit Agreement provided by the Administrative AgentAgents, the ArrangersLenders, the Issuing Banks Lenders and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgents, the ArrangersLenders, the Issuing Banks Lenders and the LendersLead Arrangers, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Credit Documents; (bii) (iA) each of the Administrative AgentAgents, the Lenders, the Issuing Banks, the Arrangers Lenders and the Lenders Lead Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither none of the Administrative AgentAgents, any the Lenders, the Issuing Bank, any Arranger nor any Lender Lenders or Lead Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (ciii) the Administrative AgentAgents, the Lenders, the Issuing Banks, each Arranger Lenders and the Lenders Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative AgentAgents, any the Lenders, the Issuing Bank, any Arranger Lenders or any Lender the Lead Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the other.123 [[5731659]]

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower Company and each other Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, agrees that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersArranger, the Issuing Banks Syndication Agents and the Lenders are arm’s-length commercial transactions between the Company, each Designated Borrower and its their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersArranger, the Issuing Banks Syndication Agents and the Lenders, on the other hand, (iiB) each of the Company and each Designated Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Company and each Designated Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksArranger, the Arrangers Syndication Agents and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bankthe Arranger, any Arranger the Syndication Agents nor any Lender has any obligation to the any Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksArranger, each Arranger the Syndication Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, any Designated Borrower and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing Bankthe Arranger, any Arranger or the Syndication Agents nor any Lender has any obligation to disclose any of such interests to the Company, any Designated Borrower or its and their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf each of itself the Company and each of its Subsidiaries and Affiliates, Designated Borrower hereby agrees not to assert any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bankthe Arranger, any Arranger the Syndication Agents or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the Parent acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Book Managers and the Lenders are arm’s-length commercial transactions between the Parent, the Borrower and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Book Managers and the Lenders, on the other hand, (iiB) each of the Borrower and the Parent has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower and the Parent is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers Book Managers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, the Parent or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bank, any Arranger the Book Managers nor any Lender the Lenders has any obligation to the Borrower Borrower, the Parent or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Book Managers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the Parent and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or any Lender the Book Managers nor the Lenders has any obligation to disclose any of such interests to the Borrower Borrower, the Parent or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf of itself and each of its Subsidiaries the Borrower and Affiliates, agrees the Parent hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Book Managers and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and CSC Holdings acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Joint Lead Arrangers, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower Borrower, CSC Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the LendersJoint Lead Arrangers, on the other hand, (iiB) each of the Borrower and CSC Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower and CSC Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders Joint Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, CSC Holdings or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender the Joint Lead Arrangers has any obligation to the Borrower Borrower, CSC Holdings or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, CSC Holdings and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent nor the Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrower Borrower, CSC Holdings or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Borrower and Affiliates, agrees CSC Holdings hereby waives and releases any claims that nothing in it may have against the Loan Documents Administrative Agent and the Joint Lead Arrangers with respect to any breach or otherwise will be deemed to create an advisory, fiduciary or alleged breach of agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’, Guarantors’ and Affiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders Agents are arm’s-length THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 162 commercial transactions between the Borrower its Subsidiaries’, Guarantors’ and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the LendersAgents, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders other Agents is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, any of its Subsidiaries’, Guarantors’ or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bank, any Arranger Agent nor any Lender of the other Agents has any obligation to the Borrower Borrower, any of its Subsidiaries’, Guarantors’ or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders other Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, any of its Subsidiaries’, Guarantors’ and its Affiliates, and none neither the Administrative Agent nor any of the Administrative Agent, any Issuing Bank, any Arranger or any Lender other Agents has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries’, Guarantors’ or their respective equityholders its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the other Agents with respect to any breach or Affiliates, on the otheralleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, agrees and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (ia)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersSustainability Structuring Agent, the Issuing Banks Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersSustainability Structuring Agent, the Issuing Banks Arrangers and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bb)(i) (i) each of the Administrative Agent, the Issuing BanksSustainability Structuring Agent, the Arrangers each Lender and the Lenders each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person Person, and (ii) neither none of the Administrative Agent, any Issuing Bankthe Sustainability Structuring Agent, any Arranger nor or any Lender has any obligation to the Borrower or any of its respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing BanksSustainability Structuring Agent, each Arranger the Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bankthe Sustainability Structuring Agent, any Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries and Affiliates, the Borrower hereby agrees that nothing in the Loan Documents or otherwise will be deemed not to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between assert any claims against the Administrative Agent, any Issuing Bankthe Sustainability Structuring Agent, any Arranger or any Lender, on the one hand, Lender with respect to any alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated by this Agreement and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the otherother Loan Documents.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Lenders and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Lenders and the Lenders, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksArrangers, the Arrangers Issuing Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither the Administrative Agent, nor any Arranger, nor any Issuing BankLender, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers, the Issuing BanksLenders, each Arranger and the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent, nor any Arranger, nor any Issuing BankLender, any Arranger or nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing BankArranger, any Arranger Issuing Lender or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrowers, the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender has advised or is advising the Borrowers on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersIssuing Banks, the Issuing Banks Swingline Lenders and the Lenders are arm’s-length commercial transactions between the a Borrower and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersIssuing Banks, the Issuing Banks Swingline Lenders and the Lenders, on the other hand, (iiiii) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Swingline Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the each Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any the Issuing BankBanks, any Arranger nor any Lender the Swingline Lenders and the Lenders has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger the Swingline Lenders and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and none of the Administrative Agent, any the Issuing BankBanks, any Arranger or any Lender the Swingline Lenders and the Lenders has any obligation to disclose any of such interests to the Borrower Borrowers or its their Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf each Borrower hereby waives and releases any claims that it may have against any of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any the Issuing BankBanks, any Arranger or any Lender, on the one hand, Swingline Lenders and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, the Issuing Banks Joint Bookrunners and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers, the Issuing Banks Joint Bookrunners and the Lenders, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing Bankseach Joint Lead Arranger, the Arrangers each Joint Bookrunner and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing BankJoint Lead Arranger, any Arranger Joint Bookrunner nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksJoint Lead Arrangers, each Arranger the Joint Bookrunners and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent, any Issuing BankJoint Lead Arranger, any Arranger or Joint Bookrunner nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bankthe Lead Arrangers, any Arranger the Bookrunners or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges Borrowers [364-Day Revolving Credit Agreement] acknowledge and agreesagree, and acknowledges its Subsidiariesacknowledge their respective Affiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersOther Agents, the Issuing Banks Co-Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the ArrangersOther Agents, the Issuing Banks Co-Arrangers and the Lenders, on the other hand, (iiB) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Credit Documents; (bii) (iA) each of the Administrative Agent, the Issuing Bankseach Other Agent, the Arrangers each Lender and the Lenders each Co-Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Other Agent, any Issuing Bank, any Co-Arranger nor or any Lender has any obligation to the Borrower Borrowers or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (ciii) the Administrative Agent, the Issuing BanksOther Agents, each Arranger the Co-Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their respective Affiliates, and none of neither the Administrative Agent, any Issuing BankOther Agent, any Co-Arranger or any Lender has any obligation to disclose any of such interests to the Borrower Borrowers or its their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself each Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing BankOther Agent, any Co-Arranger or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby. [The remainder of this page is intentionally left blank.] [364-Day Revolving Credit Agreement]

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (aa)(i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (iii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender Agent and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself the Administrative Agent and each the Lenders with respect to any breach or alleged breach of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower Designated Company and each other Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, agrees that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the Lenders Mandated Lead Arrangers are arm’s-length commercial transactions between the Borrower Designated Company and its each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Collateral Agent and the LendersMandated Lead Arrangers, on the other hand, (iiB) each of the Borrower Designated Company and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower Designated Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksCollateral Agent, the Arrangers and the Lenders Mandated Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Designated Company, any other Loan Party or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bank, any Arranger the Collateral Agent nor any Lender the Mandated Lead Arrangers has any obligation to the Borrower Designated Company, any other Loan Party or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Collateral Agent and the Lenders Mandated Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Designated Company, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Collateral Agent nor any Issuing Bank, any Arranger or any Lender of the Mandated Lead Arrangers has any obligation to disclose any of such interests to the Borrower Designated Company, any other Loan Party or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Designated Company and Affiliates, agrees the other Loan Parties hereby waives and releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, the Collateral Agent and the Mandated Lead Arrangers with respect to any Issuing Bankbreach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Section 11.21 Abstract Acknowledgment of Indebtedness and Joint Creditorship. (a) Notwithstanding any other provision of this Agreement, any Arranger or any Lendereach Loan Party hereby irrevocably and unconditionally agrees and covenants with the Collateral Agent by way of an abstract acknowledgment of indebtedness (abstraktes Schuldversprechen) that it owes to the Collateral Agent as creditor in its own right and not as a representative of the other Secured Parties, on the one handsums equal to, and in the Borrowercurrency of, each amount payable by such Loan Party to each of the Secured Parties under each of the Loan Documents relating to any Secured Obligations, as and when that amount falls due for payment under the relevant Secured Debt Agreement or would have fallen due but for any discharge resulting from failure of its Subsidiaries, or their respective equityholders or Affiliates, on the other.another Secured Party to take appropriate 296 1031947.12E-CHISR1060441.10-CHISR01A - MSW

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Co-Syndication Agents and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Co-Syndication Agents and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Administrative Agent, the Issuing Banks, Co-Syndication Agents and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiariestheir respective Affiliates, or any other Person and (ii) neither none of the Administrative Agent, any Issuing BankArranger, any Arranger Co-Syndication Agent nor any Lender has any obligation to the Borrower or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Issuing BanksArrangers, each Arranger and the Co-Syndication Agents, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing BankArranger, any Arranger or Co-Syndication Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, Co-Syndication Agents and the Borrower, Arrangers with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the MLP and its Subsidiaries and any lead arranger, the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any lead arranger, the Administrative Agent or any Lender has advised or is advising the MLP or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower MLP and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, (iiiii) the Borrower has Borrowers have consulted its their own legal, accounting, 89 regulatory and tax advisors to the extent it has that they have deemed appropriate, appropriate and (iiiiv) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower MLP or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender Agent and the Lenders has any obligation to the Borrower MLP or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower MLP and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent and the Lenders has any obligation to disclose any of such interests to the Borrower MLP or its Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf of itself and each of its Subsidiaries the Borrowers hereby waives and Affiliates, agrees releases any claims that nothing in it may have against the Loan Documents Administrative Agent and the Lenders with respect to any breach or otherwise will be deemed to create an advisory, fiduciary or alleged breach of agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Parent and the Borrower acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their respective Subsidiaries’ understanding, that: (aa)(i) no fiduciary, advisory or agency relationship between Parent, the Borrower and their respective Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters; (iii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between Parent, the Borrower and its Affiliatestheir respective Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, ; (iiiii) Parent and the Borrower has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has that they have deemed appropriate, ; and (iiiiv) Parent and the Borrower is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (bb)(i) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Parent, the Borrower or any of their Subsidiaries, or any other Person; (ii) neither the Administrative Agent nor the Lenders has any obligation to Parent, the Borrower or any of its Subsidiaries, or any other Person and (ii) neither the Administrative Agent, any Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of Parent, the Borrower and its AffiliatesSubsidiaries, and none of neither the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent nor the Lenders has any obligation to disclose any of such interests to Parent, the Borrower or its Affiliatestheir respective Subsidiaries. The BorrowerTo the fullest extent permitted by law, on behalf Pxxxxx and the Borrower hereby waive and release any claims that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between in connection with any aspect of any transaction contemplated hereby. [SIGNATURES BEGIN NEXT PAGE] 137 The parties hereto have caused this Agreement to be duly executed as of the Administrative Agentday and year first above written. BORROWER: CLEAN ENERGY By: /s/ Rxxxxx X. Xxxxxxxx Name: Rxxxxx X. Xxxxxxxx Title: Chief Financial Officer PARENT: CLEAN ENERGY FUELS CORP. By: /s/ Rxxxxx X. Xxxxxxxx Name: Rxxxxx X. Xxxxxxxx Title: Chief Financial Officer ADMINISTRATIVE AGENT AND COLLATERAL AGENT: STONEPEAK CLNE-L HOLDINGS LP By: Stonepeak Opportunities Fund Associates LP, any Issuing Bankits general partner By: Stonepeak Opportunities Fund GP Investors LP, any Arranger or any Lenderits general partner By: Stonepeak GP Investors Holdings LP, on the one handits general partner By: Stonepeak GP Investors Upper Holdings LP, and the Borrowerits general partner By: Stonepeak GP Investors Holdings Manager LLC, any of its Subsidiariesgeneral partner By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Senior Managing Director LENDERS: STONEPEAK CLNE-L HOLDINGS LP By: Stonepeak Opportunities Fund Associates LP, or their respective equityholders or Affiliatesits general partner By: Stonepeak Opportunities Fund GP Investors LP, on the other.its general partner By: Stonepeak GP Investors Holdings LP, its general partner By: Stonepeak GP Investors Upper Holdings LP, its general partner By: Stonepeak GP Investors Holdings Manager LLC, its general partner By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Senior Managing Director HXXXXX WATERFRONT CREDIT FUND LP By: Stonepeak Hxxxxx Credit Associates LP, as its General Partner By: Stonepeak GP Investors Manager LLC, as its General Partner By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Senior Managing Director STONEPEAK INFRASTRUCTURE CREDIT FUND I LP By: Stonepeak Credit Associates LLC, as its General Partner By: Stonepeak GP Investors Manager LLC, as its Managing Member By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Senior Managing Director

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: agrees that (ai) (iA) the arranging and other services regarding this Agreement provided by the Term Administrative Agent, the Joint Lead Arrangers, the Issuing Banks Lenders and the Lenders each of their respective Affiliates, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Term Administrative Agent, the Arrangers, the Issuing Banks Joint Lead Arrangers and the Lenders, Lenders on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Term Administrative Agent, the Issuing BanksJoint Lead Arrangers, the Arrangers Lenders and the Lenders each of their respective Affiliates, is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower or Borrower, any of its Subsidiaries, Affiliates or any other Person and (iiB) neither none of the Term Administrative Agent, the Joint Lead Arrangers, the Lenders or any Issuing Bank, any Arranger nor any Lender of their respective Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Term Administrative Agent, the Issuing BanksJoint Lead Arrangers, each Arranger and the Lenders and each of their respective Affiliates Affiliates, may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Term Administrative Agent, any Issuing Bank, any Arranger or any Lender the Joint Lead Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself the Borrower hereby waives and releases any claims that it may have against the Term Administrative Agent, the Joint Lead Arrangers, the Lenders and each of its Subsidiaries and their respective Affiliates, agrees that nothing in the Loan Documents with respect to any breach or otherwise will be deemed to create an advisory, fiduciary or alleged breach of agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (aa)(i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (iii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers, the Issuing Banks Agent and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bank, any Arranger nor any Lender Agent and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing Banks, each Arranger Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bank, any Arranger or any Lender Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself the Administrative Agent and each the Lenders with respect to any breach or alleged breach of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, in connection with any Issuing Bank, aspect of any Arranger or any Lender, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the othertransaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: agrees that (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the ArrangersStructuring Advisor, the Issuing Banks Arranger and the Lenders are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative AgentAgents, the ArrangersStructuring Advisor, the Issuing Banks Arranger and the Lenders, on the other hand, (iiB) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksStructuring Advisor, the Arrangers Arranger and the Lenders Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, Holdings or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither none of the Administrative AgentAgents, any Issuing Bankthe Structuring Advisor, any the Arranger nor any Lender has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative AgentAgents, the Issuing BanksStructuring Advisor, each Arranger and the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of the Administrative AgentAgents, any Issuing Bankthe Structuring Advisor, any the Arranger or nor any Lender has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself and each of its Subsidiaries the Borrower and AffiliatesHoldings hereby waives and releases any claims that it may have against the Agents, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisoryStructuring Advisor, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any Lender, on the one hand, and the Borrower, Lender with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the otherfiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (ai) (iA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersLead Arranger, the Issuing Banks Documentation Agent, and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersLead Arranger, the Issuing Banks Documentation Agent, and the Lenders, on the other hand, (iiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; (bii) (iA) each of the Administrative Agent, the Issuing BanksLead Arranger, the Arrangers Documentation Agent, and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Loan Parties or any of its Subsidiariestheir respective Affiliates, or any other Person and (iiB) neither the Administrative Agent, any Issuing Bankthe Lead Arranger, any Arranger the Documentation Agent, nor any Lender has any obligation to any of the Borrower Loan Parties or any of its their respective Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksLead Arranger, each Arranger the Documentation Agent, and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their Affiliates, and none of the Administrative Agent, any Issuing Bankthe Lead Arranger, any Arranger or the Documentation Agent, nor any Lender has any obligation to disclose any of such interests to the Borrower any Loan Party or its any of their respective Affiliates. The BorrowerTo the fullest extent permitted by law, on behalf of itself each Loan Party hereby waives and each of its Subsidiaries and Affiliates, agrees releases any claims that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between it may have against the Administrative Agent, the Lead Arranger, the Documentation Agent, or any Issuing BankLender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Anything herein to the contrary notwithstanding, any none of the Lead Arranger or any Lender, the Documentation Agent listed on the one handcover page hereof shall have any powers, and the Borrower, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its Subsidiariescapacity, as applicable, as the Administrative Agent or their respective equityholders or Affiliates, on the othera Lender hereunder.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each Transaction transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its SubsidiariesAffiliates’ understanding, that: (aa)(i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries the Administrative Agent, any LC Issuer, any Swingline Lender or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (iii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersLC Issuer, the Issuing Banks Swingline Lender and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the ArrangersLC Issuer, the Issuing Banks Swingline Lender and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (iiiiv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions transactions contemplated hereby and by the other Loan Documents; and (bb)(i) (i) each of the Administrative Agent, the Issuing BanksLC Issuer, the Arrangers Swingline Lender and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its SubsidiariesAffiliates, or any other Person and Person; (ii) neither none of the Administrative Agent, any Issuing Bankthe LC Issuer, any Arranger nor any the Swingline Lender and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the Transactions transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Issuing BanksLC Issuer, each Arranger the Swingline Lender and the Lenders and their respective branches and Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Issuing Bankthe LC Issuer, any Arranger or any the Swingline Lender and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. The BorrowerTo the fullest extent permitted by Law, on behalf the Borrower hereby waives and releases any claims that it may have against any of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bankthe LC Issuer, any Arranger or any Lender, on the one hand, Swingline Lender and the Borrower, Lenders with respect to any breach or alleged breach of its Subsidiaries, agency or their respective equityholders or Affiliates, on the other.fiduciary duty in connection with any aspect of any transaction contemplated hereby. 121