Common use of No Fiduciary Duty Clause in Contracts

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

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

No Fiduciary Duty. Each Agent, each Lender Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent the Borrowers, the other Credit Parties, their equityholders and/or their Affiliates. Each Borrower, on behalf of itself and its stockholders and/or its affiliates. Parent Borrower Subsidiaries, agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent such Borrower, its stockholders Subsidiaries, its equityholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge Each Borrower, on behalf of itself and agree its Subsidiaries, acknowledges and agrees that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Borrowers and the other Credit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Borrower or other Credit Party, its stockholders equityholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Borrower or other Credit Party, its stockholders equityholders or its Affiliates on other matters) or any other obligation to Parent any Borrower or other Credit Party except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Borrower or other Credit Party, its management, stockholdersequityholders, creditors or any other Person. Parent Each Borrower acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Each Borrower agrees that it will not claim claim, and will not permit any of its Affiliates or Related Parties to claim, that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Borrower or any other Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each (a) The Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 16.16, the “Lenders”), may have economic interests that conflict with those of Parent the Borrower, its stockholders Subsidiaries and/or its affiliatestheir Affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders or its affiliatestheir Subsidiaries and their Affiliates, on the otherother hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (xA) no Lender has assumed an advisory or fiduciary responsibility in favor favour of Parent the Borrower, its stockholders their Subsidiaries or its affiliates their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders their Subsidiaries or its their Affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Loan Documents and (yB) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its their management, stockholdersshareholders, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction transactions or the process leading thereto. (b) The Borrower acknowledges that (i) each Lender may be involved in a broad range of activities (including providing debt financing, equity capital, financial advisory or other services to other Persons) in respect of which the Borrower, their Subsidiaries and/or its Affiliates may have conflicting interests regarding the Credit Facilities or otherwise and (ii) no Lender has any obligation to (A) disclose such other activities to the Borrower or (B) use in connection with the Credit Facilities, or furnish to the Borrower, confidential information obtained by such Lender from such other Persons.

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

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

No Fiduciary Duty. Each Agent, each Lender of the Holders and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have interests, economic interests or otherwise, that conflict with those of Parent Borrowerthe other Holders, its stockholders their equityholders and/or its affiliatestheir Affiliates. Parent Borrower Notwithstanding the fact that the consent of the Fund is required for the taking of any action hereunder, each Holder agrees that nothing in the Credit Documents Transaction Agreements or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Fund, its equityholders or its Affiliates, on the one hand, and Parent Borrowerany other Holder, its equityholders or its Affiliates, on the other. Each Holder acknowledges and agrees that (i) none of the Fund, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has Affiliates have assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany other Holder, its stockholders equityholders or its affiliates Affiliates with respect to the transactions Transactions contemplated hereby or under any of the Transaction Agreements (or the exercise of rights or remedies with respect hereto or thereto) or the process leading thereto (irrespective of whether any Lender has the Fund, its stockholders or its Affiliates have advised, is are currently advising or will advise Parent Borrowerany other Holder, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Documents any other Holder and (yii) each Lender is acting solely as principal and not as the agent Fund shall have no duty to consult with, provide notice to, seek the approval or fiduciary consent of, or take into account the interest of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrower, Holder in connection with such transaction any transactions contemplated by the Transaction Agreements or its actions or omissions to act or otherwise under the process leading theretoTransaction Agreements. The Fund shall not be liable to any other Holder for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise under the Transaction Agreements. In no event shall the Fund be liable to the other Holder or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising out of its actions or omissions to act.

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

No Fiduciary Duty. Each Administrative Agent, each Lender the Issuing Lenders, the Lenders and their Affiliates (collectively, solely for purposes of this paragraphSection 13.20, the “LendersLender Parties”), may have economic interests that conflict with those of Parent Borrowerthe Borrowers, its their stockholders and/or its affiliatestheir Affiliates. Parent Borrower agrees The Borrowers agree that nothing in the this Agreement or other Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and Parent Borrowersuch Borrowers, its their stockholders or its affiliatestheir Affiliates, on the other. The Credit Parties Borrowers acknowledge and agree that (i) the transactions contemplated by this Agreement and the other Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and Parent Borrowerthe Borrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has Parties have assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Borrowers, its their stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has Parties have advised, is are currently advising or will advise Parent Borrowerthe Borrowers, its their stockholders or its their Affiliates on other matters) or any other obligation to Parent Borrower the Borrowers except the obligations expressly set forth in the this Agreement and other Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of Parent Borrowerthe Borrowers, its their management, stockholders, creditors or any other Person. Parent Borrower acknowledges The Borrowers acknowledge and agrees agree that Parent Borrower has they have consulted its their own legal and financial advisors to the extent it they deemed appropriate and that it is they are responsible for making its their own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower agrees The Borrowers agree that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Borrowers, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent BorrowerBorrowers, its their stockholders and/or its their affiliates. Parent Each Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Agent or Lender, on the one hand, and Parent any Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Agents and the Lenders, on the one hand, and Parent each Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Agent or Lender has assumed an advisory or fiduciary responsibility in favor of Parent any Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Agent or Lender has advised, is currently advising or will advise Parent any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Parent any Borrower except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal principal, and not each Agent is acting as agent solely for the Lenders, and no Lender nor any Agent is acting as the agent or fiduciary of Parent any Borrower, its management, stockholders, creditors or any other Person. Parent Each Borrower acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Each Borrower agrees that it will not claim that any Agent or Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and each of their respective Affiliates (collectively, solely for purposes of this paragraphSection 10.26, the “Lenders”), may have economic interests that conflict with those of Parent Borrowerthe Credit Parties, its stockholders their equity holders and/or its their affiliates. Parent Borrower Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowersuch Credit Party, its stockholders equity holders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s- length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Credit Party, its stockholders equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Credit Party, its stockholders equity holders or its Affiliates on other matters) or any other obligation to Parent Borrower any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Credit Party, its management, stockholders, creditors or any other Person. Parent Borrower Each Credit Party acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Lead Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphSection 9.15, the “Lenders”), may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholders, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Other Representative, each Lender and their Affiliates (collectively, solely for purposes of this paragraphSection 11.22, the “Lenders”), may have economic interests that conflict with those of Parent the Loan Parties, their stockholders and/or their affiliates. The Borrower, its stockholders and/or its affiliates. Parent Borrower on behalf of itself and each other Loan Party, agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender or Other Representative, on the one hand, and Parent Borrowerthe Borrower and such other Loan Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Borrower, on behalf of itself and agree each other Loan Party, acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLenders or Other Representatives, on the one hand, and Parent Borrowerthe Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender or Other Representative has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Loan Party, its their stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or Other Representative has advised, is currently advising or will advise Parent Borrowerany Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower any Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender or Other Representative is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Loan Party, its management, stockholders, creditors or any other Person. Parent Borrower The Borrower, on behalf of itself and each other Loan Party, acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower The Borrower, on behalf of itself and each other Loan Party, agrees that it will not claim that any Lender or Other Representative has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowerthe Borrower or such other Loan Party, in connection with such transaction or the process leading thereto.. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower acknowledges and agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and Parent the Borrower, its stockholders Affiliates or its affiliates, on the otherstockholders. The Credit Parties acknowledge Borrower further acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Credit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Credit Party, its stockholders Affiliates or its affiliates stockholders with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Credit Party, its stockholders Affiliates or its Affiliates stockholders on other matters) or any other obligation to Parent Borrower any Credit Party except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as a principal and not as the agent or fiduciary of Parent Borrowerany Credit Party, its Affiliates, its management, stockholders, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowerthe Credit Parties, in connection with such transaction or the process leading thereto.

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

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

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

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

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

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

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent Borrowerthe Borrower and the Guarantors, its their respective stockholders and/or its their affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowerthe Borrower and any Guarantor, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrower, the Borrower on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerthe Borrower or any Guarantor, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to Parent the Borrower or any Guarantor except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerthe Borrower or any Guarantor, its management, stockholders, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowerthe Borrower or any Guarantor, in connection with such transaction or the process leading thereto.. CREDIT AGREEMENT

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), Party may have economic interests that conflict with those of Parent Borrower, its stockholders and/or its affiliatesthe Borrowers. Parent Borrower agrees The Borrowers agree that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Party and Parent any Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Each Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and Parent each Borrower, on the other, and (iib) in connection therewith and with the process leading theretoto such transaction each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of any Borrower, its management, stockholders, creditors or any other person, (xc) no Lender Party has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates any Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise Parent Borrower, its stockholders or its Affiliates any Borrower on other matters) or any other obligation to Parent any Borrower except the obligations expressly set forth in the Credit Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Each Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent such Borrower, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise will shall be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Parties Obligors acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised, advised or is currently advising or will advise Parent Borrower, its stockholders or its Affiliates the Borrower on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will shall not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each The Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliatesAffiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by Merger and the Credit Documents Transactions (including the exercise of rights and remedies hereunder and thereunderunder the other Loan Documents) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the other, ; and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent the Borrower, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby Merger and the Transactions (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Documents ); and (yii) in connection with the Merger and the Transactions, each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholders, creditors stockholders or any other Personcreditors. Parent The Borrower acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Merger and the Transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction the Merger and the Transactions or the process leading thereto.

No Fiduciary Duty. Each Agent, each The Account Party acknowledges that Issuing Lender and its affiliates may from time to time effect transactions, for their Affiliates (collectivelyown account or the account of customers, solely for purposes and may hold positions in loans or options on loans of this paragraphthe Account Party and other companies that may be the subject of the transactions contemplated hereby. In addition, the “Lenders”)Issuing Lender and its affiliates are a full service securities firm and as such may from time to time effect transactions, for their own account or the account of customers, and may hold long or short positions in securities or options on securities of the Account Party and other companies that may be the subject of the transactions contemplated hereby. Issuing Lender and its affiliates may have economic interests that are different from or conflict with those of Parent BorrowerAccount Party regarding the transactions contemplated hereby. The Account Party acknowledges that the Issuing Lender has no obligation to disclose such interests and transactions to the Account Party by virtue of any fiduciary, advisory or agency relationship and the Account Party waives, to the fullest extent permitted by law, any claims the Account Party may have against the Issuing Lender or any of its stockholders and/or affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that neither Issuing Lender nor its affiliatesaffiliates will have no liability (whether direct or indirect) to the Account Party in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on the Account Party’s behalf, including the Account Party’s equity holders, employees or creditors. Parent Borrower The Account Party acknowledges that the transactions contemplated hereby (including the exercise of rights and remedies hereunder) are arms’-length commercial transactions and that Issuing Lender is acting as principal and in its own best interests. The Account Party agrees that the Issuing Lender will act under this Agreement as an independent contractor and that nothing in this Agreement, the Credit Documents nature of our services or otherwise in any prior relationship will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderus, on the one hand, and Parent Borrowerthe Account Party, its stockholders equity holders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one other hand, and Parent Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Paying Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersBanks”), may have economic interests that conflict with those of Parent Borrowerthe Company, its stockholders and/or its affiliates. Parent Borrower The Company agrees that nothing in the Credit Documents Loan Papers or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderBank, on the one hand, and Parent Borrowerthe Company, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Credit Documents Loan Papers (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBanks, on the one hand, and Parent Borrowerthe Company, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerthe Company, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Bank has advised, is currently advising or will advise Parent Borrowerthe Company, its stockholders or its Affiliates affiliates on other matters) or any other obligation to Parent Borrower the Company except the obligations expressly set forth in the Credit Documents Loan Papers and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of Parent Borrowerthe Company, its management, stockholders, creditors or any other Person. Parent Borrower The Company acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower The Company agrees that it will not claim that any Lender Bank has rendered advisory services of 509265-1983-14872-Active.19588122.12 any nature or respect, or owes a fiduciary or similar duty to Parent Borrowerit, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraphSection, the “LendersBanks”), may have economic interests that conflict with those of Parent Borrowerthe Company and each Applicant, its their respective stockholders and/or its their affiliates. Parent Borrower The Company agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderBank, on the one hand, and Parent Borrowerthe Company, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBanks, on the one hand, and Parent Borrowerthe Company, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerthe Company, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Bank has advised, is currently advising or will advise Parent Borrowerthe Company, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower the Company except the obligations expressly set forth in the Credit Documents and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of Parent Borrowerthe Company, its management, stockholders, stockholders or creditors or any other Person. Parent Borrower The Company acknowledges and agrees that Parent Borrower the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower The Company agrees that it the Company will not claim that any Lender Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowerit, in connection with such transaction or the process leading thereto.

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

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

No Fiduciary Duty. Each The Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 10.17, the “Lenders”), may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or shareholders and its affiliatesAffiliates. Parent The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders shareholders or its affiliatesAffiliates, on the otherother hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor favour of Parent the Borrower, its stockholders shareholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders shareholders or its Affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholdersshareholders, creditors or any other Personperson. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction transactions or the process leading thereto.

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

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

No Fiduciary Duty. Each The Agent, each Lender Lender, the Arrangers, the Issuing Banks and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholders, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as a Lender hereunder. Without limiting any other provision of this Article, none of such Arrangers in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender, the Administrative Agent or any other Person by reason of this Agreement or any other Loan Document.

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent Borrowerthe RCC Parties, its their stockholders and/or its their affiliates. Parent Borrower Each RCC Party agrees that nothing in the Credit Agreement or the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowersuch RCC Party, its stockholders or its affiliates, on the other. The Credit RCC Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe RCC Parties, on the other, and (ii) solely in connection therewith and solely with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany RCC Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany RCC Party, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower any RCC Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany RCC Party, its management, stockholders, creditors or any other Person. Parent Borrower Each RCC Party acknowledges and agrees that Parent Borrower it has consulted its 100 own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. Parent Borrower Each RCC Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch RCC Party, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. Each Agent, The parties hereto acknowledge and agree that each Lender Finance Party and their each of its Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may from time to time have or acquire economic interests that conflict with those of Parent Borrower, its stockholders and/or its affiliatesthe Borrower or another Group Member. Parent The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Lenders, on the one hand, and Parent the Borrower, its any Group Member, their stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Borrower and the other Group Members, on the other, and ; (iib) in connection therewith and with the process leading theretoto such transaction, each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, any other Group Member, their management, stockholders, creditors or any other person; (xc) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders the Borrower or its affiliates any other Group Member with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising the Borrower or will advise Parent Borrower, its stockholders or its Affiliates any other Group Member on other matters) or any other obligation to Parent the Borrower or other Group Member, except the obligations expressly set forth in the Credit Documents Documents; and (yd) each Lender is acting solely as principal the Borrower and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has Group Members have consulted its their own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is and the other Group Members are responsible for making its their own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowerthe Borrower or any other Group Member, in connection with such transaction or the process leading thereto.. - 139 - CREDIT AGREEMENT

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

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), ) may have economic interests that conflict with those of Parent Borrower, its stockholders and/or its affiliatesthe Credit Parties. Parent Borrower agrees The Credit Parties agree that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Lender Parties and the Credit Parties, on the one hand, and Parent Borrower, its their stockholders or its their affiliates, on the other. The Credit Parties You acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and Parent Borrowerthe Credit Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transactions, each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates any Credit Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise Parent Borrower, its stockholders or its Affiliates any Credit Party on other matters) or any other obligation to Parent Borrower any Credit Party except the obligations expressly set forth in the Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has Credit Parties have consulted its their own legal and financial advisors to the extent it deemed appropriate appropriate. Each Credit Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

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

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

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

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

No Fiduciary Duty. Each The Administrative Agent, the Documentation Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “"Lenders”"), may have economic interests that conflict with those of Parent U.S. Borrower or the Borrower, its stockholders and/or its affiliates. Parent The U.S. Borrower agrees and the Borrower agree that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Lenders, on the one hand, and Parent U.S. Borrower, its the Borrower, their stockholders or its affiliates, on the otherAffiliates. The Credit Parties U.S. Borrower and the Borrower acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the Lenders, on the one hand, and Parent the U.S. Borrower or the Borrower, on the other, and (ii) in connection therewith with this Agreement and with the process leading theretoLoan Documents, each of the Lenders is acting solely as a principal and not the agent or fiduciary of the U.S Borrower, the Borrower, their management, stockholders, creditors or any other Person, (xiii) no Lender has assumed an advisory or fiduciary responsibility under this Agreement or the Loan Documents in favor of Parent Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (U.S Borrower or the exercise of rights or remedies with respect thereto) or the process leading thereto Borrower (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising the U.S Borrower or will advise Parent Borrower, its stockholders or its Affiliates the Borrower on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Documents and (yiv) each Lender is acting solely as principal U.S. Borrower and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has have consulted its their own legal and financial advisors to the extent it deemed appropriate appropriate. U.S. Borrower and Borrower further acknowledge and agree that it is they are responsible for making its their own independent judgment with respect to such transactions this Agreement and the process leading theretoLoan Documents. Parent Borrower agrees and U.S. Borrower agree that it they will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent U.S. Borrower or Borrower, in connection with such transaction or this Agreement and the process leading thereto.Loan Documents. -

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes the purpose of this paragraphSection 9.15, the “LendersFinancing Parties”), may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that acknowledges and agrees: (a) nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Financing Parties and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender’s, on the one hand, and Parent the Borrower, on the other, and ; (iic) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor to such transaction each of Parent Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Documents and (y) each Lender Financing Parties is acting solely as a principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholders, creditors or any other Person. Parent ; (d) no Financing Party has assumed an advisory or fiduciary responsibility in favor of the Borrower acknowledges and agrees that Parent with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Financing Party or any of its Affiliates has advised or is currently advising the Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents; (e) the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) the Borrower is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent ; and (g) the Borrower agrees that it will not claim that any Lender Financing Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agentof the Company and the Subsidiary Guarantors hereby acknowledge that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length and are not agents of and owe no fiduciary duties to the Company, each Lender the Subsidiary Guarantors or any other person, (b) the Underwriters owe the Company and the Subsidiary Guarantors only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (c) the Underwriters may have interests that differ from those of the Company and the Subsidiary Guarantors. The Company acknowledges that the Underwriters and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), affiliates may have economic provide financing or other services to parties whose interests that may conflict with those of Parent Borrowerthe Company and may enter into transactions in the Company’s common stock or other securities, including the Securities, for their accounts and their customers’ accounts. The Company acknowledges that it is not relying on the advice of the Underwriters for tax, legal or accounting matters, that it is seeking and will rely on the advice of its stockholders and/or its affiliatesown professionals and advisors for such matters and that it will make an independent analysis and decision regarding the offering of the Securities based upon such advice. Parent Borrower The Company agrees that nothing in it will determine, without reliance upon the Credit Documents Underwriters or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrower, its stockholders or its their affiliates, on the other. The Credit Parties acknowledge economic risks and agree that (i) merits, as well as the legal, regulatory, tax and accounting characterizations and consequences, of the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lendersherein, on the one hand, and Parent Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making capable of assuming the risks of entering into the transactions described herein. The Company acknowledges that the Underwriters are not in the business of providing tax advice and that it has received tax advice from its own independent judgment tax advisors with respect appropriate expertise to such transactions assess any tax risks. Each of the Company and the process leading thereto. Parent Borrower agrees that Subsidiary Guarantors waives to the full extent permitted by applicable law any claims it will not claim that any Lender has rendered advisory services may have against the Underwriters arising from an alleged breach of any nature or respect, or owes a fiduciary or similar duty to Parent Borrower, in connection with such transaction or the process leading theretooffering of the Securities.

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

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

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

No Fiduciary Duty. Each Agent, each Lender Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.22, the “Lenders”), may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliatesthe other Loan Parties and the Parent Company. Each of the Borrower and the Parent Borrower agrees Company hereby agree that subject to applicable law, nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Lenders and the Loan Parties, on the one handParent Company, their equityholders or their Affiliates. Each of the Borrower and the Parent Borrower, its stockholders or its affiliates, on the other. The Credit Parties Company hereby acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties and the Parent BorrowerCompany, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction none of the Lenders is acting as the agent or fiduciary of any Loan Party or the Parent Company, their management, equityholders, creditors or any other person, (xiii) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party or the Parent Borrower, its stockholders or its affiliates Company with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising such Loan Party or will advise the Parent Borrower, its stockholders or its Affiliates Company on other matters) or any other obligation to any Loan Party or the Parent Borrower Company except the obligations expressly set forth in the Credit Documents and Loan Documents, (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any each other Person. Loan Party and the Parent Borrower acknowledges and agrees that Parent Borrower has Company have each consulted its own legal and financial advisors to the extent it has deemed appropriate and (v) the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates and no Lender has an obligation to disclose any such interests to the Borrower or its Affiliates. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender Documentation Agent, each Lender, the Arrangers and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholders, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as a Lender hereunder. Without limiting any other provision of this Article, none of such Arrangers in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender, the Administrative Agent, any Documentation Agent, or any other Person by reason of this Agreement or any other Loan Document.

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

No Fiduciary Duty. Each Agent, each Lender Lender, each Arranger, each Bookrunner and their respective Affiliates (collectively, solely for purposes of this paragraphSection 10.24, the “Lenders”), may have economic interests that conflict with those of Parent each Borrower, its stockholders and/or its affiliatesAffiliates and no Lender has any obligation to disclose any of such interests to any Borrower, its stockholders and/or its Affiliates. Parent Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent such Borrower, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (ix) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Borrowers, on the other, and (iiy) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent any Borrower, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender ▇▇▇▇▇▇ has advised, is currently advising or will advise Parent any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Parent any Borrower except the obligations expressly set forth in the Credit Documents and Loan Documents, (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent any Borrower, its management, stockholders, creditors or any other PersonPerson and (iii) no Lender has any obligation to the Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents. Parent Each Borrower acknowledges and agrees that Parent Borrower such ▇▇▇▇▇▇▇▇ has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is (x) is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents and (y) responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Each Borrower agrees that it will not claim and to the fullest extent permitted by law, hereby waives and releases any claim that it may have against any Lender (i) that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent such Borrower, in connection with such transaction or the process leading theretothereto Lenders and (ii) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Fiduciary Duty. Each The Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 15.18, the “"Lenders”"), may have economic interests that conflict with those of Parent the Borrower, its stockholders shareholders and/or its affiliatesAffiliates. Parent The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, ‑ 145 ‑ fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders shareholders or its affiliatesAffiliates, on the otherother hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm's length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor favour of Parent the Borrower, its stockholders shareholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender ▇▇▇▇▇▇ has advised, is currently advising or will advise Parent the Borrower, its stockholders shareholders or its Affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholdersshareholders, creditors or any other Personperson. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction transactions or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender Documentation Agent, each Lender, the Arrangers and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholders, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as a Lender hereunder. Without limiting any other provision of this Article, none of such Arrangers in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender, the Administrative Agent, any Documentation Agent, or any other Person by reason of this Agreement or any other Loan Document.

No Fiduciary Duty. Each Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent Borrowerthe Credit Parties, its stockholders their equityholders and/or its affiliatestheir Affiliates. Parent Borrower Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowersuch Credit Party, its stockholders equityholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Credit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Credit Party, its stockholders equityholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Credit Party, its stockholders equityholders or its Affiliates on other matters) or any other obligation to Parent Borrower any Credit Party except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Credit Party, its management, stockholdersequityholders, creditors or any other Person. Parent Borrower Each Credit Party acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender of the Purchasers and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have interests, economic interests or otherwise, that conflict with those of Parent Borrowerthe other Purchasers, its stockholders their equityholders and/or its affiliatestheir Affiliates. Parent Borrower Notwithstanding the fact that the consent of the GS Purchaser is required for the taking of any action hereunder, each Purchaser agrees that nothing in the Credit Documents Transaction Agreements or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe GS Purchaser, its equityholders or its Affiliates, on the one hand, and Parent Borrowerany other Purchaser, its equityholders or its Affiliates, on the other. Each Purchaser acknowledges and agrees that (a) none of GS Purchaser, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has Affiliates have assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany other Purchaser, its stockholders equityholders or its affiliates Affiliates with respect to the transactions Transactions contemplated hereby or under any of the Transaction Agreements (or the exercise of rights or remedies with respect hereto or thereto) or the process leading thereto (irrespective of whether any Lender has GS Purchaser, its stockholders or its Affiliates have advised, is are currently advising or will advise Parent Borrowerany other Purchaser, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower except any other Purchaser and (b) GS Purchaser shall have no duty to consult with, provide notice to, seek the obligations expressly approval or consent of, or take into account the interest of any other Purchaser in connection with any transactions contemplated by the Transaction Agreements or its actions or omissions to act or otherwise under the Transaction Agreements. The GS Purchaser shall not be liable to any other Purchaser for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise under the Transaction Agreements. In no event shall the GS Purchaser be liable to the other Purchasers or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising out of its actions or omissions to act. The parties have executed this Unsecured PIK Convertible Notes Purchase Agreement as of the date first written above. UBER TECHNOLOGIES, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer Adress: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Fenwick & West LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ The parties have executed this Unsecured PIK Convertible Notes Purchase Agreement as of the date first written above. DRT Investors Master Fund LP By: DRT Investors GP LLC, its general partner By: GS Investment Strategies, LLC, its sole member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ With a copy to (which shall not constitute notice): ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP One New York Plaza New York, NY 10004 Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ The parties have executed this Unsecured PIK Convertible Notes Purchase Agreement as of the date first written above. CANYON VALUE REALIZATION FUND, L.P., a Delaware limited partnership By: CANYON CAPITAL ADVISORS LLC, a Delaware limited liability company, its Investment Advisor By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Signatory Address: ▇▇▇▇ ▇▇▇▇▇▇ of the Stars 11th Floor Los Angeles, CA 90067 The parties have executed this Unsecured PIK Convertible Notes Purchase Agreement as of the date first written above. CANYON-TCDRS FUND, LLC, a Delaware limited liability company By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Managing Member By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Signatory Address: ▇▇▇▇ ▇▇▇▇▇▇ of the Stars 11th Floor Los Angeles, CA 90067 The parties have executed this Unsecured PIK Convertible Notes Purchase Agreement as of the date first written above. CANYON BLUE CREDIT INVESTMENT FUND L.P., a Delaware limited partnership By: CANYON CAPITAL ADVISORS LLC, a Delaware limited liability company, its Co-General Partner By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Signatory Address: ▇▇▇▇ ▇▇▇▇▇▇ of the Stars 11th Floor Los Angeles, CA 90067 The parties have executed this Unsecured PIK Convertible Notes Purchase Agreement as of the date first written above. By: Vulcan Capital Growth Equity Management LLC, its Manager By: Cougar Investment Holdings LLC, its Managing Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Address: c/o Vulcan Inc ▇▇▇ ▇▇▇▇▇ ▇▇▇. S., Suite 900 Seattle, WA 98104 Attention: IM Finance ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ DRT Investors Master Fund LP 2014-01-16 $ 1,620,512,000.00 Canyon Value Realization Fund, L.P. 2015-02-17 $ 38,410,000.00 Canyon-TCDRS Fund, LLC 2015-02-17 $ 1,145,000.00 Canyon Blue Credit Investment Fund L.P. 2015-02-17 $ 445,000.00 Vulcan Capital Growth Equity LLC 2015-02-18 $ 30,000,000.00 THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO TREAS. REG. SECTION 1.1275-3: THIS DEBT INSTRUMENT IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. , AS A REPRESENTATIVE OF THE ISSUER, WILL MAKE AVAILABLE ON REQUEST TO HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD. THE ADDRESS OF IS . Original Principal Amount: US$[ ] Issuance Date: [ ], 2015 FOR VALUE RECEIVED, Uber Technologies, Inc., a Delaware corporation (the “Issuer”), hereby promises to pay [ ] or its registered assigns (the “Holder”) the amount set out above as the Original Principal Amount, as such amount may be (i) increased pursuant to the payment of any PIK Interest (as defined below), or (ii) reduced pursuant to any conversion effected in accordance with the terms hereof or otherwise (the balance of such amount from time to time being the “Outstanding Principal Balance”) when due, whether upon the Maturity Date, acceleration, or otherwise (in each case in accordance with the terms hereof). The Issuer further promises to pay Interest on the Outstanding Principal Balance from time to time, in the manner and at the interest rates specified in Section 2 hereof. This Unsecured PIK Convertible Note (including all Unsecured PIK Convertible Notes issued in exchange, transfer or replacement hereof) (the “Note” and, together with all other Unsecured PIK Convertible Notes issued pursuant to the Purchase Agreement (as defined herein), collectively, the “Notes”), is issued pursuant to the Purchase Agreement on the Issuance Date. Certain capitalized terms used herein are defined in Section 24. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrower, in connection with such transaction or the process leading theretoPurchase Agreement.

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

No Fiduciary Duty. Each Agent, each Borrower acknowledges that Lender and their its Affiliates (collectively, solely for purposes of this paragraph, the “LendersLending Parties”), ) may have economic interests that conflict with those of Parent Borrower, its stockholders and/or its affiliatesAffiliates. Parent Borrower agrees that nothing in this Agreement, the Credit other Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLending Party, on the one hand, and Parent Borrower, its stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including including, without limitation, the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLending Parties, on the one hand, and Parent Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Lending Party has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby | NY\1631294.13 mle ▇▇ ▇▇▇▇ Loan Agreement|| (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Lending Party has advised, is currently advising or will advise Parent Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower agrees that it will not claim that any Lender Lending Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender The Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.20, the “Lenders”), "Credit Parties") may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent Borrower Each Obligor Party agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Credit Parties and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Each Obligor Party acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the LendersCredit Parties, on the one hand, and Parent Borrowerthe Obligors, on the other, and (ii) in connection therewith and with the process leading theretoto such transactions, each of the Credit Parties is acting solely as a principal and not the fiduciary of the Obligors, their management, stockholders, creditors or any other person, (xiii) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates any Obligor with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party or any of its affiliates has advised, advised or is currently advising or will advise Parent Borrower, its stockholders or its Affiliates any Obligor on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower Obligor has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Obligor Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. Parent Borrower Each Obligor Party agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Obligor Party or any other Obligor, in connection with such transaction the transactions contemplated hereby or the process leading thereto. [Remainder of this page intentionally left blank; signature pages follow.]

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent Borrowerthe Obligors, its their respective stockholders and/or its their respective affiliates. Parent Borrower Each Obligor agrees that nothing in this Agreement or the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowersuch Obligor, its stockholders or its affiliates, on the other. The Credit Parties Obligors acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Obligors, on the other, and (ii) solely in connection therewith and solely with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Obligor, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Obligor, its stockholders or its Affiliates affiliates on other matters) or any other obligation to Parent Borrower any Obligor except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of Parent Borrowerany Obligor, its management, stockholders, creditors or any other Person. Parent Borrower Each Obligor acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. Parent Borrower Each Obligor agrees that it will not claim that any Lender has rendered advisory services in connection with the Loan Documents of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Obligor, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto. Each Obligor further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Secured Party, together with its Affiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Secured Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Obligors and other companies with which the Obligors may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Secured Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

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

No Fiduciary Duty. Each Agent, each Lender Lender, and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent Borrowerthe Credit Parties, its their stockholders and/or its their respective affiliates. Parent Borrower Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowerany Credit Party, its respective stockholders or its respective affiliates, on the other. The Credit Parties acknowledge and agree that that: (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowereach Credit Party, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Credit Party, its respective stockholders or its respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Credit Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to Parent Borrower any Credit Party except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowersuch Credit Party, its respective management, stockholders, creditors or any other Person. Parent Borrower Each Credit Party acknowledges and agrees that Parent Borrower such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.. 13.21 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and 148 #93457508v14

No Fiduciary Duty. Each Agent, each Lender and their its respective Affiliates (collectively, solely for purposes of this paragraphSection 12.17, the “Lenders”), ) may have economic interests that conflict with those of Parent Borrower, its stockholders and/or its affiliatesthe Obligors. Parent Borrower Each Obligor agrees that nothing in the Credit Documents any Loan Document, any Hedging Agreement with any Secured Hedging Provider or otherwise any Treasury Management Agreement will be deemed to create an advisory, fiduciary or agency relationship between the Lenders and the Obligors, their partners or fiduciary or other implied duty between any Lender, on the one hand, their Affiliates. Each Obligor acknowledges and Parent Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree agrees that (ia) the transactions with the Lenders contemplated by the Credit Documents (including Loan Documents, the exercise of rights Hedging Agreements with Secured Hedging Providers and remedies hereunder and thereunder) the Treasury Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe applicable Obligors, on the other, and (iib) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the agent or fiduciary of any Obligor, or of any Obligor’s management, partners, creditors or other Affiliates, (xc) no Lender has assumed an advisory or a fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates any Obligor with respect to the transactions with Lenders contemplated hereby (by the Loan Documents, any Hedging Agreement or the exercise of rights or remedies with respect thereto) any Treasury Management Agreements or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise Parent Borrower, its stockholders or its Affiliates any Obligor on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower such Person has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Obligor further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Obligor agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrower, such Person in connection with such transaction the Loan Documents, any Hedging Agreement or any Treasury Management Agreement or the process leading thereto. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer Address for Notices: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Attention: Associate General Counsel Copy to:

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

No Fiduciary Duty. Each of the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent Borrowerthe Loan Parties, its their stockholders and/or its affiliatestheir Affiliates. Parent Borrower Each Loan Party agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowersuch Loan Party, its stockholders or its affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower any Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Loan Party, its management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Parent Borrower Each Loan Party acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, each Lender the Lenders and their Affiliates (collectively, solely for purposes of this paragraphSection 13.20, the “LendersLender Parties”), may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliatesAffiliates. Parent The Borrower agrees that nothing in the this Agreement or other Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and Parent the Borrower, its stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by this Agreement and the other Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and Parent the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has Parties have assumed an advisory or fiduciary responsibility in favor of Parent the Borrower, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has Parties have advised, is are currently advising or will advise Parent the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the this Agreement and other Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholders, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, each Lender the Issuing Lender, the Swing Line Lender, the Lenders, and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent Borrowerthe Credit Parties, its their stockholders and/or its their affiliates. Parent Borrower Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowersuch Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Credit Party, its management, stockholders, creditors or any other Person. Parent Borrower Each Credit Party acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Credit Party, in connection with such transaction or the process leading thereto. (m) Schedule 2.1 to the Credit Agreement (Revolving Commitments of the Lenders) is hereby amended and restated in its entirety in the form of Schedule 2.1 attached hereto.

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

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

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 12.17, the “Lenders”), may have economic interests that conflict with those of Parent the Borrower, its stockholders partners and/or its affiliatesAffiliates and/or its Partner Affiliates. Parent The Borrower LEGAL_CAL:! 1257721.13 agrees that nothing in the Credit Documents or otherwise this Agreement will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders or Affiliates and its affiliatespartners and any Partner Affiliates, on the otherother hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Documents this Agreement (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor favour of Parent the Borrower, its stockholders Affiliates or its affiliates partners or any Partner Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders Affiliates or its partners or any Partner Affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Documents this Agreement and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholdersshareholders, unitholders, partners, creditors or any other Personperson. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction transactions or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender Co-Syndication Agent, each Co-Documentation Agent, each Lender, the Arrangers and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholders, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as a Lender hereunder. Without limiting any other provision of this Article, none of such Arrangers in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender, the Administrative Agent, any Co-Syndication Agent, any Co-Documentation Agent, or any other Person by reason of this Agreement or any other Loan Document.

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent the Borrower, its stockholders or its affiliates, on the otherother hand. The Credit Parties parties hereto acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Borrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent the Borrower, its management, stockholders, affiliates, creditors or any other Person. Parent The Borrower acknowledges and agrees that Parent the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The-Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto.. UAL Term Loan Credit Agreement 2020

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

No Fiduciary Duty. Each Agent, each Lender The Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.20, the “LendersCredit Parties”), ) may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent Borrower Each Obligor Party agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Credit Parties and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Each Obligor Party acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersCredit Parties, on the one hand, and Parent Borrowerthe Obligors, on the other, and (ii) in connection therewith and with the process leading theretoto such transactions, each of the Credit Parties is acting solely as a principal and not the fiduciary of the Obligors, their management, stockholders, creditors or any other person, (xiii) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates any Obligor with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party or any of its affiliates has advised, advised or is currently advising or will advise Parent Borrower, its stockholders or its Affiliates any Obligor on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower Obligor has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Obligor Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. Parent Borrower Each Obligor Party agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Obligor Party or any other Obligor, in connection with such transaction the transactions contemplated hereby or the process leading thereto. [Remainder of this page intentionally left blank; signature pages follow.]

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

No Fiduciary Duty. Each The Administrative Agent, the Syndication Agent, the Documentation Agents, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”)respective affiliates, may have economic interests that conflict with those of Parent Borrower, its stockholders and/or its affiliatesthe Borrowers. Parent Borrower Each of the Borrowers agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Administrative Agent, the Syndication Agent, the Documentation Agents, the Lenders and their respective affiliates, on the one hand, and Parent any Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Each of the Borrowers acknowledges and agree agrees that (i) the financing transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersAdministrative Agent, the Syndication Agent, the Documentation Agents, the Lenders and their affiliates, on the one hand, and Parent Borrowerthe Borrowers, on the other, and (ii) in connection therewith and with the process leading theretoto such financing transactions, each of the Administrative Agent, the Syndication Agent, the Documentation Agents, the Lenders and their respective affiliates is acting solely as a principal and not the agent or fiduciary of any Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender none of the Administrative Agent, the Syndication Agent, the Documentation Agents, the Lenders or their respective affiliates has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates any Borrower in connection with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto Credit Documents (irrespective of whether any Lender of the Administrative Agent, the Syndication Agent, the Documentation Agents, the Lenders or their affiliates has advised, advised or is currently advising or will advise Parent Borrower, its stockholders or its Affiliates any Borrower on other matters) or any other obligation to Parent any Borrower except the obligations expressly set forth in the Credit Documents and (yiv) each Lender is acting solely as principal and not as of the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower Borrowers has consulted its own legal legal, financial and financial other advisors to the extent it deemed appropriate appropriate. Each of the Borrowers further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each of the Borrowers agrees that it will not claim that any Lender of the Administrative Agent, the Syndication Agent, the Documentation Agents, the Lenders or their affiliates has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent any Borrower, in connection with such transaction or the process leading theretoCredit Documents.

No Fiduciary Duty. Each EachThe Administrative Agent, each Other Representative, each Lender and their Affiliates (collectively, solely for purposes of this paragraphparagraphSection 11.22, the “Lenders”), may have economic interests that conflict with those of Parent the Loan Parties, their stockholders and/or their affiliates. The Borrower, its stockholders and/or its affiliates. Parent Borrower on behalf of itself and each other Loan Party, agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender or Other Representative, on the one hand, and Parent Borrowerthe Borrower and such other Loan Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Borrower, on behalf of itself and agree each other Loan Party, acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLenders or Other Representatives, on the one hand, and Parent Borrowerthe Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender or Other Representative has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Loan Party, its their stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or Other Representative has advised, is currently advising or will advise Parent Borrowerany Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower any Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender or Other Representative is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Loan Party, its management, stockholders, creditors or any other Person. Parent Borrower The Borrower, on behalf of itself and each other Loan Party, acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower The Borrower, on behalf of itself and each other Loan Party, agrees that it will not claim that any Lender or Other Representative has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowerthe Borrower or such other Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers, the Incremental Facility Arrangers, the Amendment No. 6 Refinancing Facility Arrangers, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent Borrowerthe Loan Parties, its their stockholders and/or its affiliatestheir Affiliates. Parent Borrower Each Loan Party agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowersuch Loan Party, its stockholders or its affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender L▇▇▇▇▇ has advised, is currently advising or will advise Parent Borrowerany Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower any Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Loan Party, its management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Parent Borrower Each Loan Party acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, the Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of Parent Borrowerthe Credit Parties, its stockholders their equityholders and/or its affiliatestheir Affiliates. Parent Borrower Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowersuch Credit Party, its stockholders equityholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s- length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Credit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Credit Party, its stockholders equityholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Credit Party, its stockholders equityholders or its Affiliates on other matters) or any other obligation to Parent Borrower any Credit Party except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Credit Party, its management, stockholdersequityholders, creditors or any other Person. Parent Borrower Each Credit Party acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Credit Party, in connection with any such transaction or the process leading thereto.

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

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

No Fiduciary Duty. Each Agent, each Lender The Company and their Affiliates the Guarantor hereby acknowledge that (collectively, solely for purposes a) the purchase and sale of the Notes pursuant to this paragraph, Agreement is an arm’s-length commercial transaction between the “Lenders”), may have economic interests that conflict with those of Parent Borrower, its stockholders and/or its affiliates. Parent Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderCompany, on the one hand, and Parent Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Agents and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerany affiliate through which they may be acting, on the other, (b) the Agents are acting as principal and not as an agent (except as may occur under Section 3(a) hereof, which the parties acknowledge is solely a contractual obligation) or fiduciary of the Company or the Guarantor and (iic) the Company’s engagement of the Agents in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or by this Agreement is as independent contractors and not in any other capacity. Furthermore, each of the exercise of rights or remedies Company and the Guarantor agrees that it is solely responsible for making its own judgments in connection with respect thereto) or the process leading thereto offering (irrespective of whether any Lender of the Agents has advised, advised or is currently advising the Company or will advise Parent Borrower, its stockholders the Guarantor on related or its Affiliates on other matters) or any other obligation to Parent Borrower except ). Each of the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions Company and the process leading thereto. Parent Borrower Guarantor agrees that it will not claim that any Lender has the Agents have rendered advisory services of any nature or respect, or owes owe an agency (except as may occur under Section 3(a) hereof, which the parties acknowledge is solely a contractual obligation) or fiduciary or similar duty to Parent Borrowerthe Company or the Guarantor, in connection with such transaction the purchase and sale of the Notes pursuant to this Agreement or the process leading theretoto such purchase and sale. If the foregoing is in accordance with the Agents’ understanding of our agreement, please sign and return to the Company and the Guarantor counterparts hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Agents, the Company and the Guarantor in accordance with its terms. Very truly yours, ▇▇▇▇▇ FARGO FINANCE LLC, as the Company By: /s/ Le ▇▇▇ ▇▇▇▇▇ Name: Le ▇▇▇ ▇▇▇▇▇ Title: Senior Vice President and Treasurer ▇▇▇▇▇ FARGO & COMPANY, as the Guarantor By: /s/ Le ▇▇▇ ▇▇▇▇▇ Name: Le ▇▇▇ ▇▇▇▇▇ Title: Senior Vice President and Assistant Treasurer Accepted: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ , ▇▇▇▇▇ Fargo Finance LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Re: Distribution Agreement dated May 18, 2018 (the “Distribution Agreement”) This Terms Agreement is supplemental to the Distribution Agreement among the Company, the Guarantor and the Agents named therein. We agree to purchase[, severally and not jointly,]1 the [principal][face] amount of Notes set forth below opposite our name: [NAME] $ [Insert syndicate list]2 Total $ Agent Discount: $[ ], which is equal to [ ]% of the aggregate [principal][face] amount offered. Net Proceeds: $[ ], which is equal to [ ]% of the aggregate [principal][face] amount offered.

No Fiduciary Duty. Each of the Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied similar duty between any Lender, on the one hand, Lenders and Parent the Borrower, its stockholders or its affiliates, on the otherAffiliates. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise Parent Borrower, its stockholders or its Affiliates the Borrower on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto. Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President & Chief Financial Officer JPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: VICE PRESIDENT CITIBANK, N.A., as a Syndication Agent By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President BANK OF AMERICA, N.A., as a Syndication Agent By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director THE ROYAL BANK OF SCOTLAND plc, as a Documentation Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Documentation Agent By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Signatory DNB NOR BANK ASA, as a Documentation Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: VICE PRESIDENT BANK OF AMERICA, N.A., as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director CITIBANK, N.A., as a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THE ROYAL BANK OF SCOTLAND plc, as a Lender By: /s/ ▇▇▇▇ Vausa Name: ▇▇▇▇ Vausa Title: Authorised Signatory THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President DNB NOR BANK ASA, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President BARCLAYS BANK PLC, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President ROYAL BANK OF CANADA, as a Lender By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Authority Signatory STANDARD CHARTERED BANK, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ A2386 Title: Director UBS LOAN FINANCE LLC, as a Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Associate Director Banking Products Services, US By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Associate Director Banking Products Services, US US BANK NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇ FARGO BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Sr. Portfolio Manager ABU DHABI INTERNATIONAL BANK, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Sr. Vice President BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇ Title: EXECUTIVE DIRECTOR By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice president Global Corporate Banking COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Assistant Vice President By: /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Associate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory THE NORTHERN TRUST COMPANY, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: VICE PRESIDENT UNICREDIT BANK AG, NEW YORK BRANCH, as a Lender By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: DIRECTOR By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director TO: JPMORGAN CHASE BANK, N.A., as Administrative Agent RE: 5-year $2.5 Billion Credit Agreement, dated as of September 13, 2011, among ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated, a Delaware corporation (the “Borrower”), the Lenders and Agents identified therein, and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”) (as amended or otherwise modified from time to time, the “Credit Agreement”) DATE: _____________, 201_ 1. This Notice of Borrowing is made pursuant to the terms of Section 2.02 of the Credit Agreement. All capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Credit Agreement. 2. Please be advised that the Borrower is requesting Loans in the amount of $___________ to be funded on ___________, 201_ at the interest rate option set forth in paragraph 3 below. 3. The interest rate option applicable to the requested Loans shall be: a. the Base Rate b. the Adjusted Eurodollar Rate for an Interest Period of: _________ one month _________ two months _________ three months _________ six months 4. Unless notification to the contrary is received by the Administrative Agent prior to the date on which funds are to be advanced, as of the date on which Loans are to be advanced, all representations and warranties contained in the Credit Agreement and in the other Credit Documents, other than Section 6.08 of the Credit Agreement, will be true and correct in all material respects. 5. Unless notification to the contrary is received by the Administrative Agent prior to the date on which funds are to be advanced, as of the date on which funds are to be advanced, no Default or Event of Default will have occurred and be continuing or will be caused by this Notice of Borrowing. 6. Subsequent to the funding of the requested Loans, the aggregate amount of Loans outstanding will be $_____________ which is less than or equal to the Committed Amount. The Borrower has caused this Notice of Borrowing to be executed and delivered and the certification and warranties contained herein to be made as of the date first above written. ▇▇▇▇▇ ▇▇▇▇▇▇ INCORPORATED By: Name: Title: TO: JPMORGAN CHASE BANK, N.A., as Administrative Agent RE: 5-Year $2.5 Billion Credit Agreement, dated as of September 13, 2011, among ▇▇▇▇▇ ▇▇▇▇▇▇ Incorporated, a Delaware corporation (the “Borrower”), the Lenders and Agents identified therein, and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”) (as amended or otherwise modified from time to time, the “Credit Agreement”) DATE: _____________, 201_ 1. This Notice of Continuation/Conversion is made pursuant to the terms of Section 2.04 of the Credit Agreement. All capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Credit Agreement. 2. Please be advised that the Borrower is requesting that the outstanding Loan, in the amount of $___________, currently accruing interest at ______________, and scheduled to mature on ___________, 201_, be continued or converted at the interest rate option set forth in paragraph 3 below. 3. The interest rate option applicable to the continuation or conversion of the Loan shall be: a. the Base Rate b. the Adjusted Eurodollar Rate for an Interest Period of: _________ one month _________ two months _________ three months _________ six months The Borrower has caused this Notice of Continuation/Conversion to be executed and delivered and the certification and warranties contained herein to be made as of the date first above written. ▇▇▇▇▇ ▇▇▇▇▇▇ INCORPORATED By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to ____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain 5-Year $2.5 Billion Credit Agreement, dated as of September 13, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Agents and the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. The Borrower unconditionally promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

No Fiduciary Duty. Each The Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersBanks”), may have economic interests that conflict with those of Parent Borrower, its stockholders and/or its affiliates. Parent Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderBank, on the one hand, and Parent Borrower, its stockholders or its affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBanks, on the one hand, and Parent Borrower, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Bank has advised, is currently advising or will advise Parent Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender Bank is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower agrees that it will not claim that any Lender Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrower, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. (a) Each Agent, the Arranger, each Lender and their Affiliates (collectively, solely for purposes of this paragraphsection, the “Lenders”), ) may have economic interests that conflict with those of Parent the Borrower, its stockholders and/or its affiliates. Parent The Borrower agrees that nothing in the Credit Loan Documents or otherwise will shall be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and Parent the Borrower, its stockholders or its affiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent the Borrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrower, its stockholders or its affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised, advised or is currently advising or will advise Parent Borrower, its stockholders or its Affiliates the Borrower on other matters) or any other obligation to Parent the Borrower except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrower, its management, stockholders, creditors or any other Person. Parent Borrower acknowledges and agrees that Parent Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent The Borrower agrees that it will shall not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent the Borrower, in connection with such transaction or the process leading thereto, and agrees to waive any claims for breach of any alleged fiduciary duty by any Lender. (b) Each Loan Party acknowledges and agrees (i) that Barclays Capital Inc. has been retained by the Borrower, as Purchaser under the Purchase Agreement, as financial advisor (in such capacity, the “Financial Advisor”) to Purchaser in connection with the Acquisition, and each Loan Party agrees to such retention, (ii) not to assert any claim such Loan Party might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from each Lender’s and their respective affiliates’ relationships with each Loan Party and (iii) that no Lender will be imputed to have knowledge of confidential information provided to or obtained by the Financial Advisor.

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

No Fiduciary Duty. Each The Administrative Agent, each Lender Lender, each LC Issuer and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Parent Borrowerthe Credit Parties, its their stockholders and/or its their affiliates. Parent Borrower Each Credit Party agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Parent Borrowersuch Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Parent Borrowerthe Credit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of Parent Borrowerany Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Parent Borrowerany Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to Parent Borrower any Credit Party except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of Parent Borrowerany Credit Party, its management, stockholders, creditors or any other Person. Parent Borrower Each Credit Party acknowledges and agrees that Parent Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Parent Borrower Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Parent Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

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

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