Common use of No Fiduciary Duty Clause in Contracts

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the Guarantors, on the other 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 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the BorrowerBorrowers, its their stockholders and/or its their affiliates. The Each Borrower agrees that nothing in the Loan Credit 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 Agent or Lender, on the one hand, and the any Borrower, its stockholders or its affiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (i) the transactions contemplated by the Loan 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 the Borrower and the Guarantorseach Borrower, on the other handother, 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 the 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 the any Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan 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 the any Borrower, its management, stockholders, affiliates, creditors or any other Person. The Each Borrower acknowledges and agrees that the 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. The 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 the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), Party may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesBorrowers. The Borrower agrees Borrowers agree that nothing in the Loan Credit 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, Lender Party and the any Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge Each Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Loan 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 the Borrower and the Guarantorseach Borrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates any Borrower on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Credit Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. The 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 the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Each Agent, each Lender Lender, the Arrangers, the Syndication Agent, the Documentation Agents and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers, Syndication Agent and Documentation Agents 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, Syndication Agent and Documentation Agents 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. 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 the Borrower, its stockholders and/or its affiliatesAffiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by Merger and the Loan 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 the Borrower and the GuarantorsBorrower, on the other hand, 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 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan 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 the Borrower, its management, stockholders, affiliates, creditors stockholders or any other Personcreditors. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction the Merger and the Transactions or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Credit 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, Lenders and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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, Lenders and the Borrower, its stockholders or its affiliates, on the other handAffiliates. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 hereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions 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 the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto Obligors acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the BorrowerLoan Parties, its their stockholders and/or its their affiliates. The Borrower Each Loan Party agrees that nothing in the 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 LenderLender Parties, on the one hand, and the Borrowersuch Loan Party, its stockholders or its affiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (i) the transactions contemplated by the 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 the Borrower and the GuarantorsLoan Parties, on the other handother, 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 the 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 the Borrowerany Loan Party, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the 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 the Borrowerany Loan Party, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that the 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. The 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 the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraphSection 9.14, the “LendersBanks”), may have economic interests that conflict with those of the Borrower, Company and its stockholders and/or its affiliates. The Borrower Company agrees that nothing in the Loan Credit 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 LenderBank, on the one hand, and the BorrowerCompany, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCompany, on the other handother, 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 the BorrowerCompany, 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 the BorrowerCompany, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its management, stockholders, affiliates, stockholders or creditors or any other Person. The Borrower Company acknowledges and agrees that the Borrower 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. The Borrower Company 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 the BorrowerCompany, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its affiliates. The Borrower acknowledges and agrees that nothing in the Loan Credit 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, Lenders and the Borrower, its stockholders Affiliates or its affiliates, on the other handstockholders. The parties hereto acknowledge Borrower further acknowledges and agree agrees that (ia) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCredit Parties, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the Borrowerany Credit Party, its stockholders Affiliates or its affiliates stockholders on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Credit Documents and (yii) each Lender is acting solely as a principal and not as the agent or fiduciary of the Borrowerany Credit Party, its Affiliates, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the BorrowerCredit Parties, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Parent Borrower, its stockholders and/or its affiliates. The Parent Borrower agrees that nothing in the Loan Credit 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 the Parent Borrower, its stockholders or its affiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsParent Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the Parent Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Parent Borrower except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Parent Borrower, its management, stockholders, affiliates, creditors or any other Person. The Parent Borrower acknowledges and agrees that the 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. The 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 the Parent Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees Borrowers agree that nothing in the 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 the BorrowerBorrowers, its their stockholders or its their affiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the BorrowerBorrowers, 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 the BorrowerBorrowers, its their stockholders or its affiliates their Affiliates on other matters) or any other obligation to the Borrower Borrowers except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the BorrowerBorrowers, its their management, stockholders, affiliates, creditors or any other PersonPerson and (iii) each Agent, each Lender and their Affiliates may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. The Borrower acknowledges Borrowers acknowledge and agrees agree that the Borrower has 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. The Borrower agrees 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 the BorrowerBorrowers, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the BorrowerBorrower and the Guarantors, its their respective stockholders and/or its their affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise and nothing in connection with the transactions related to the Transactions 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 the BorrowerBorrower and any Guarantor, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the 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 Borrower and the Guarantors, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the BorrowerBorrower 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 the BorrowerBorrower or any Guarantor, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the BorrowerBorrower or any Guarantor, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the BorrowerBorrower or any Guarantor, in connection with such transaction or the process leading thereto.. CREDIT AGREEMENT

No Fiduciary Duty. 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 the BorrowerBorrower Group Companies, its their stockholders and/or its their affiliates. The Each Borrower Group Company agrees that nothing in the 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 the Borrowersuch Borrower Group Company, its stockholders or its affiliates, on the other handother. The parties hereto Borrower Group Companies acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsGroup Companies, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the Borrowerany Borrower Group Company, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the any Borrower Group Company except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany Borrower Group Company, its management, stockholders, affiliates, creditors or any other Person. The Each Borrower Group Company acknowledges and agrees that the 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. The 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 the Borrowersuch Borrower Group Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The 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 the BorrowerBorrowers, its their stockholders and/or its affiliatestheir Affiliates. The Borrower agrees Borrowers agree that nothing in the Loan this Agreement or other Credit 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 LenderLender Party, on the one hand, and the Borrowersuch Borrowers, its their stockholders or its affiliatestheir Affiliates, on the other handother. The parties hereto Borrowers acknowledge and agree that (i) the transactions contemplated by this Agreement and the Loan 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 the Borrower and the GuarantorsBorrowers, on the other handother, 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 the 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 the BorrowerBorrowers, its their stockholders or its affiliates their Affiliates on other matters) or any other obligation to the Borrower Borrowers except the obligations expressly set forth in the Loan this Agreement and other Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the BorrowerBorrowers, its their management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges Borrowers acknowledge and agrees agree that the 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. The Borrower agrees 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 the Borrowersuch Borrowers, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the BorrowerCredit Parties, its stockholders Alon Assets, their equityholders and/or its affiliatestheir Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit 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 the Borrowersuch Credit Party, Alon Assets, or any of their its stockholders equityholders or its affiliatesAffiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Loan 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 the Borrower Credit Parties and the GuarantorsAlon Assets, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its stockholders or its affiliates Alon Assets, their equityholders and/or 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 the Borrowerany Credit Party, its stockholders or its affiliates Alon Assets, their equityholders and/or their Affiliates on other matters) or any other obligation to the Borrower any Credit Party or Alon Assets except the obligations expressly set forth in the Loan Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its Alon Assets or their management, stockholders, affiliates, equityholders or creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that the 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. The 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 the Borrowersuch Credit Party or to Alon Assets, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Each Agent, each Lender, each Joint Lead Arranger, each Joint Bookrunner, Issuing Bank, Swing Line Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesAffiliates. The Borrower agrees that nothing in the Loan Credit 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 the Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Each Agent, each Lender Bank, each Lead Arranger, the Sustainability Coordinator and their respective Affiliates (collectivelyeach, solely for purposes of this paragraph, the a “LendersBank Party”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesCompany. The Borrower Company agrees that nothing in the 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, Bank Parties and the BorrowerCompany, its stockholders or its affiliates, on the other handAffiliates. The parties hereto acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBank Parties, on the one hand, and the Borrower and the GuarantorsCompany, on the other hand, and (iii) in connection therewith and with the process leading theretoto such transactions, each Bank Party is acting solely as a principal AND NOT THE AGENT OR FIDUCIARY OF THE COMPANY, ITS MANAGEMENT, STOCKHOLDERS, CREDITORS OR ANY OTHER PERSON, (xi) no Lender Bank Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates Company with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) in any other Loan Document or the process leading thereto (irrespective of whether any Lender Bank Party or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its stockholders or its affiliates Company on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Documents and (yi) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. The Borrower Company agrees that it will not claim that any Lender Bank Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BorrowerCompany, its stockholder or Affiliates, in connection with such transaction transactions or the process leading thereto.

No Fiduciary Duty. The Borrowers and the other Loan Parties acknowledge and agree that the Administrative Agent, each Lender and each of their Affiliates (collectively, solely for purposes of this paragraphSection 11.14, the “LendersLender Parties”), may have economic interests that conflict with those of the Borrower, a Borrower or any of its stockholders and/or its affiliatesor Affiliates. The Each Borrower agrees that nothing in the 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 LenderLender Party, on the one hand, and the Borrower, such Borrower or any of its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto acknowledge Each Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 the Borrower Borrowers and the Guarantorsother Loan Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, a Borrower or any of 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 Party has advised, is currently advising or will advise the Borrower, a Borrower or any of its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower Borrowers except the obligations expressly set forth in the Loan Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowera Borrower or any of its Affiliates, its or any of their respective management, stockholdersstockholders or creditors, affiliates, creditors or of any other Person. The Borrower Each of the Borrowers and each other Loan Party acknowledges and agrees that the 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. The 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 the Borrowerany Borrower or any other Loan Party, in connection with such transaction transactions or the process leading thereto. The terms of this Section 11.14 are supplemental to, and not in derogation of, the provisions of Section 10.

No Fiduciary Duty. The Administrative Agent, each Each Lender and their its respective Affiliates (collectively, solely for purposes of this paragraphSection 12.18, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesObligors. The Borrower Each Obligor agrees that nothing in the any Loan Documents Document, any Hedging Agreement with any Secured Hedging Provider or otherwise related to the Transactions any Treasury Management 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, Lenders and the BorrowerObligors, its stockholders their partners or its affiliates, on the other handtheir Affiliates. The parties hereto acknowledge Each Obligor acknowledges and agree agrees that (ia) the transactions with Lenders contemplated by the Loan Documents (including 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 the Borrower and the Guarantorsapplicable Obligors, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates any Obligor on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower such Obligor 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. The 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 the Borrower, such Obligor 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. BORROWER: QRE OPERATING, LLC By: Name: Title: QRE MLP: QR ENERGY, LP By: QRE GP, LLC its General Partner By: Name: Title: GENERAL PARTNER: QRE GP, LLC By: Name: Title: ADMINISTRATIVE AGENT AND LENDER: W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and a Lender By: Name: Title: SYNDICATION AGENT AND LENDER: JPMORGAN CHASE BANK, N.A. as Syndication Agent and a Lender By: Name: Title: JPMorgan Chase Bank, N.▇. ▇▇▇▇▇ Fargo Bank, National Association $[ ] [ ], 201[ ] FOR VALUE RECEIVED, QRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), at the office of W▇▇▇▇ Fargo Bank, National Association (the “Administrative Agent”), at [ ], the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Credit Agreement dated as of [________] among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. QRE OPERATING, LLC By: Name: Title: QRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.03 of the Credit Agreement dated as of [______] (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: (i) Aggregate amount of the requested Borrowing is $[ ]; (ii) Date of such Borrowing is [ ], 20[ ]; (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]; (v) Amount of Borrowing Base in effect on the date hereof is $[ ]; (vi) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; (vii) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and (viii) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05(a) of the Credit Agreement, is as follows: [ ] The undersigned certifies that she/he is the [ ] of the General Partner, and that as such she/he is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement. QRE GP, LLC By: Name: Title: QRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.04 of the Credit Agreement dated as of [___] (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, W▇▇▇▇ Fargo Bank, National Assocation, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows: (i) The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is [ ]; (ii) The effective date of the election made pursuant to this Interest Election Request is [ ], 20[ ];[and] (iii) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and] [(iv) [If the resulting Borrowing is a Eurodollar Borrowing] The Interest Period applicable to the resulting Borrowing after giving effect to such election is [ ]]. The undersigned certifies that she/he is the [ ] of the General Partner, and that as such she/he is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested continuation or conversion under the terms and conditions of the Credit Agreement. QRE GP, LLC By: Name: Title: With reference to the Credit Agreement dated as of [___] (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”) among QRE Operating, LLC, as borrower (the “Borrower”), W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent, and the other agents and lenders (the “Lenders”) which are or become a party thereto(each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified). The undersigned hereby certifies that she/he is the [ ] of the General Partner and that as such she/he is authorized to execute this certificate on behalf of the Borrower and the undersigned represents and warrants as follows: (a) The representations and warranties of QRE MLP and the Borrower contained in Article VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower, any other Obligor or any Subsidiary pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Majority Lenders have expressly consented in writing to the contrary. (b) The Borrower and each other Obligor has performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be performed or complied with by it prior to or at the time of delivery hereof [or specify default and describe]. (c) Since [same date as audited financials in Section 7.04(a)], no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any other Obligor which could reasonably be expected to have a Material Adverse Effect [or specify event]. (d) There exists no Default or Event of Default [or specify Default and describe]. (e) Attached hereto are the detailed computations necessary to determine whether QRE MLP is in compliance with Section 9.01 and Section 8.15 as of the end of the [fiscal quarter][fiscal year] ending [ ]. EXECUTED AND DELIVERED this [ ] day of [ ]. QRE GP, LLC By: Name: Title: This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

No Fiduciary Duty. The Administrative 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 the 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. The Each Borrower agrees that nothing in the 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 the such Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (ix) the transactions contemplated by the 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 Borrower and the GuarantorsBorrowers, on the other handother, and (iiy) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the any Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents and Documents, (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, stockholders, affiliates, 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. The Each Borrower acknowledges and agrees that the such Borrower 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. The 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 the 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. The Administrative AgentIn connection with all aspects of each transaction contemplated hereby, each Lender Borrower acknowledges and their Affiliates agree that: (collectively, solely i) the credit facilities provided for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise hereunder and any related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary arranging or other implied duty services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between any LenderBorrower, on the one hand, the Agents and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsArrangers, on the other hand, and Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, the Agents and the Arrangers each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (xiii) no Lender neither any Agent nor any Arranger has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower with respect to any of the Borrowertransactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or any Arranger has advised or is currently advising Borrower or any of its stockholders Affiliates on other matters) and neither any Agent nor any Arranger has any obligation to Borrower or any of 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the those obligations expressly set forth herein and in the other Loan Documents Documents; (iv) the Agents and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower and its Affiliates, and neither any Agent nor any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principal the Agents and the Arrangers have not as the agent provided and will not provide any legal, accounting, regulatory or fiduciary tax advice with respect to any of the Borrowertransactions contemplated hereby (including any amendment, its management, stockholders, affiliates, creditors waiver or other modification hereof or of any other Person. The Borrower acknowledges Loan Document) and agrees that the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate appropriate. Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against any Agent or any Arranger with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoduty.

No Fiduciary Duty. The Administrative 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 the each Borrower, its stockholders and/or its affiliatesAffiliates. The Each Borrower agrees that nothing in the 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 the such Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (ix) the transactions contemplated by the 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 Borrower and the GuarantorsBorrowers, on the other handother, and (iiy) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the any Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, stockholders, affiliates, creditors or any other Person. The Each Borrower acknowledges and agrees that the such 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. The 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 the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each ​ Each Lender and their its Affiliates (collectively, solely for purposes of this paragraphSection 03, the “LendersBanks”), may have economic interests that conflict with those of the BorrowerBorrowers, its stockholders their shareholders and/or its affiliatestheir Affiliates. The Each Borrower acknowledges and agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) (the “Credit Document Transactions”) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower and the Guarantorssuch Borrower, on the other handother, and (ii) in connection therewith with the Credit Document Transactions and with the process leading thereto, (x) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of the BorrowerBorrowers, its stockholders their shareholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) Credit Document Transactions or the process leading thereto (irrespective of whether any Lender Bank has advised, is currently advising or will advise the BorrowerBorrowers, its stockholders their shareholders or its affiliates their Affiliates on other matters) or any other obligation to the Borrower Borrowers except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, stockholders, affiliatesshareholders, creditors or any other PersonPerson in respect of the Credit Document Transactions except as otherwise expressly set forth in the Credit Documents. The Each Borrower acknowledges and agrees that the 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 Credit Document Transactions and the process leading thereto. The Each 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 the any Borrower, in connection with such transaction the Credit Document Transactions or the process leading thereto.thereto except as otherwise expressly set forth in the Credit Documents. ​

No Fiduciary Duty. The 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Credit Documents or otherwise related to the Transactions 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 the Borrower, its stockholders or its affiliates, on the other handAffiliates. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 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. The Administrative 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 the BorrowerBorrowers, its their stockholders and/or its their affiliates. The Each Borrower agrees that nothing in the 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 the BorrowerBorrowers, its their stockholders or its their affiliates, on the other hand. The parties hereto (other than the Collateral Administrator) acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsLoan Parties, on the other 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 the 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 the any Borrower, its stockholders or its affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, stockholders, affiliates, creditors or any other Person. The Each Borrower acknowledges and agrees that the 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. The 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 the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 LenderBank, on the one hand, and the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the 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 the Borrower and the GuarantorsBorrower, on the other handother, 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 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yii) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the BorrowerObligors, its their respective stockholders and/or its their respective affiliates. The Borrower Each Obligor agrees that nothing in this Agreement or the 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 the Borrowersuch Obligor, its stockholders or its affiliates, on the other handother. The parties hereto Obligors acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrowerany Obligor, its stockholders or its affiliates on other matters) or any other obligation to the Borrower any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrowerany Obligor, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Obligor acknowledges and agrees that the 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. The 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 the 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. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 LenderBank, on the one hand, and the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 the Borrower and the GuarantorsBorrower, on the other handother, 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 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agents, the Syndication Agent, each Lender Lender, and their its Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesAffiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Personperson. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, the Lead Arranger and Bookrunner, each Co-Syndication Agent, each Co-Documentation 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 the BorrowerCompany, its stockholders and/or its their respective affiliates. The Borrower Company agrees that nothing in the Loan Documents this Agreement and any related 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 the BorrowerCompany, its stockholders or its their respective affiliates, on the other handother. The parties hereto acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCompany, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the BorrowerCompany, its their stockholders or its their 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 any of the BorrowerCompany, its stockholders or its affiliates their respective Affiliates on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Documents this Agreement and any related documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its their management, stockholders, affiliates, creditors or any other Person. The Borrower Company acknowledges and agrees that the 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. The Borrower 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 the BorrowerCompany, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the BorrowerCompany and each Applicant, its their respective stockholders and/or its their affiliates. The Borrower Company agrees that nothing in the Loan Credit 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 LenderBank, on the one hand, and the BorrowerCompany, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCompany, on the other handother, 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 the BorrowerCompany, 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 the BorrowerCompany, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its management, stockholders, affiliates, stockholders or creditors or any other Person. The Borrower Company acknowledges and agrees that the Borrower 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. The Borrower Company 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 the BorrowerCompany, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphSection 11.20, the “"Lenders”"), may have economic interests that conflict with those of the Borrower, its the Seller and the Parent (collectively, solely for purposes of this Section 11.20, the "Credit Parties"), their stockholders and/or its their affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Facility 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 the Borrowersuch Credit Party, its stockholders or its affiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (i) the transactions contemplated by the Loan Facility Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the Administrative Agent and the Lenders, on the one hand, and the Borrower and the GuarantorsCredit Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender neither the Administrative Agent nor ▇▇▇▇▇▇ has assumed an advisory or fiduciary responsibility in favor of the 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 the Administrative Agent or any Lender has advised, is currently advising or will advise the Borrowerany Credit Party, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Facility Documents and (y) the Administrative Agent and each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that the 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. The Borrower Each Credit Party agrees that it will not claim that the Administrative Agent or any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. 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 U.S. Borrower or the Borrower, its stockholders and/or its affiliates. The U.S. Borrower agrees and the Borrower agree that nothing in the 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 Lenderthe Lenders, on the one handU.S. Borrower, and the Borrower, its their stockholders or its affiliates, on the other handAffiliates. The parties hereto U.S. Borrower and the Borrower acknowledge and agree that (i) the transactions contemplated by the 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 U.S. Borrower and or the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yiv) each Lender is acting solely as principal U.S. Borrower and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. The 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 the U.S. Borrower or Borrower, in connection with such transaction or this Agreement and the process leading thereto.Loan Documents. -

No Fiduciary Duty. The Administrative Agent, each Each Lender and their its Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the BorrowerObligors, its their respective stockholders and/or its their respective affiliates. The Borrower Each Obligor agrees that nothing in this Agreement or the 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 the Borrowersuch Obligor, its stockholders or its affiliates, on the other handother. The parties hereto Obligors acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrowerany Obligor, its stockholders or its affiliates on other matters) or any other obligation to the Borrower any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrowerany Obligor, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Obligor acknowledges and agrees that the 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. The 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 the Borrowersuch Obligor, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender 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 the Borrower, its stockholders and/or its affiliates. The Borrower Each Obligor Party agrees that nothing in the 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, Credit Parties and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge Each Obligor Party acknowledges and agree agrees that (i) the transactions contemplated by the 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 the Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates any Obligor on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. The 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 the 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. The Administrative 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 the Borrower, its stockholders and/or its affiliatesAffiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative AgentIn connection with all aspects of each transaction contemplated hereby, each Lender Borrower acknowledges and their Affiliates agree that: (collectively, solely i) the credit facilities provided for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise hereunder and any related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary arranging or other implied duty services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between any LenderBorrower, on the one hand, and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the 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, Administrative Agent and the Borrower and the GuarantorsArrangers, on the other hand, and Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, Administrative Agent and the Arrangers each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (xiii) no Lender neither Administrative Agent nor Arrangers has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower with respect to any of the Borrowertransactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether Administrative Agent or the Arrangers has advised or is currently advising Borrower or any of its stockholders Affiliates on other matters) and neither Administrative Agent nor the Arrangers has any obligation to Borrower or any of 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the those obligations expressly set forth herein and in the other Loan Documents Documents; (iv) Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower and its Affiliates, and neither Administrative Agent nor any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principal Administrative Agent and the Arrangers have not as the agent provided and will not provide any legal, accounting, regulatory or fiduciary tax advice with respect to any of the Borrowertransactions contemplated hereby (including any amendment, its management, stockholders, affiliates, creditors waiver or other modification hereof or of any other Person. The Borrower acknowledges Loan Document) and agrees that the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate appropriate. Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against Administrative Agent and the Arrangers with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoduty.

No Fiduciary Duty. The Administrative Each Agent, each Lender Lender, the Arrangers, the Co-Syndication Agents and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with -66- respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers and Co-Syndication Agents 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 and Co-Syndication Agents 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. The Administrative Agent, the Syndication 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Credit 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, Lenders and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.”

No Fiduciary Duty. The Administrative Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphSection 10.21, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesParent. The Borrower Parent agrees that nothing in the Loan Documents or otherwise related to the Transactions 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 the BorrowerParent, its stockholders or its affiliates, on the other hand. The parties hereto Loan Parties acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsParent, on the other handother, 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 Parent, its management, stockholders, creditors or any other person, (xiii) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates Parent 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 the Borrower, its stockholders or its affiliates Parent on other matters) or any other obligation to the Borrower Parent except the obligations expressly set forth in the Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower Parent has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Parent further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Parent 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 the BorrowerParent, 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.

No Fiduciary Duty. The Administrative Agent, each Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the BorrowerObligors, its their respective stockholders and/or its their respective affiliates. The Borrower Each Obligor agrees that nothing in this Agreement or the 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 the Borrowersuch Obligor, its stockholders or its affiliates, on the other handother. The parties hereto Obligors acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrowerany Obligor, its stockholders or its affiliates on other matters) or any other obligation to the Borrower any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrowerany Obligor, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Obligor acknowledges and agrees that the 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. The 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 the Borrowersuch Obligor, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto. i. Acknowledgment Regarding Any Supported QFCs . To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street [[DMS:5463132v3:06/29/2020--06:10 PM]] [[5531905v.2]] Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States). In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. i. Termination . Promptly upon the Facility Termination Date, the Administrative Agent shall direct the Collateral Agent to, on behalf of the Administrative Agent, the Collateral Agent and the Lenders, deliver to the Borrower such termination statements and releases and other documents necessary or appropriate to evidence the release of the Borrower from this Agreement, the Loan Documents and each of the documents securing the obligations of the Borrower (and, in the case of the Facility Termination Date, with respect to each of the foregoing, the termination thereof) hereunder as the Borrower may reasonably request, all at the sale and cost and expense of the Borrower.

No Fiduciary Duty. The Administrative Each Agent, each Lender 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 the BorrowerCredit Parties, its their stockholders and/or its their affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit 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 the Borrowersuch Credit Party, its stockholders or its affiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCredit Parties, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the Borrowerany Credit Party, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that the 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. The 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 the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the BorrowerCredit Parties, its their stockholders and/or its their affiliates. The Borrower Each Credit Party agrees that nothing in the 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 the Borrowersuch Credit Party, its stockholders or its affiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (ia) the transactions contemplated by the 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 Borrower and the GuarantorsCredit Parties, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the Borrowerany Credit Party, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that the 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. The 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 the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its affiliatesAffiliates. The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions transactions contemplated hereby 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 the Borrower, its stockholders or its affiliatesAffiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including Documents(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length Arm’s Length commercial transactions between the LendersLender, on the one hand, and the Borrower and the GuarantorsBorrower, on the other hand, and (ii) in connection therewith and with the process leading thereto, (xa) no the Lender has not assumed an advisory or fiduciary responsibility in favor favour of 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 the Lender has advised, is currently advising or will advise the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yb) each the Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliatesAffiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. The Borrower agrees that it will not claim that any the Lender has rendered advisory services of any nature or respect, respect or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Each Joint Manager, Co-Syndication Agent, each Joint Lead Arranger, Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the BorrowerObligors, its their stockholders and/or its their affiliates. The Borrower Each Obligor agrees that nothing in the Agreement or the 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 the Borrowersuch Obligor, its stockholders or its affiliates, on the other handother. The parties hereto Obligors acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrowerany Obligor, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany Obligor, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Obligor acknowledges and agrees that the 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. The 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 the Borrowersuch Obligor, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other hand, and the Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender, 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. The parties hereto acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the Guarantorsits Subsidiaries, on the other 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 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its affiliates. a) The Borrower agrees acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that nothing no Recipient will have any obligations except those obligations expressly set forth herein and in the Loan other Credit Documents or otherwise related and each Recipient is acting solely in the capacity of an arm’s length contractual counterparty 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 the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the Guarantors, on the other 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 the Borrower, its stockholders or its affiliates with respect to the Credit Documents and the transactions contemplated hereby (herein and therein and not as a financial advisor or a fiduciary to, or an agent of, 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 the Borrower, its stockholders or its affiliates on other matters) Borrower or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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 theretoperson. The Borrower agrees that it will not assert any claim against any Recipient based on an alleged breach of fiduciary duty by such Recipient in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Recipient is advising the Borrower as to any Lender legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Credit Documents, and the Recipients shall have no responsibility or liability to the Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Recipient, 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 Recipient 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 Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Recipient 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. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Recipient and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Recipient will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Credit Documents or its other relationships with the Borrower in connection with the performance by such Recipient of services for other companies, and no Recipient will furnish any such information to other companies. The Borrower also acknowledges that no Recipient has rendered advisory services of any nature or respectobligation to use in connection with the transactions contemplated by the Credit Documents, or owes a fiduciary or similar duty to furnish to the Borrower, in connection with such transaction or the process leading theretoconfidential information obtained from other companies.

No Fiduciary Duty. The 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 the BorrowerCredit Parties, its their stockholders and/or its their affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit 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 the Borrowersuch Credit Party, its stockholders or its affiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCredit Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the Borrowerany Credit Party, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that the 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. The 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 the 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. 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 the BorrowerCo-Borrowers, its their stockholders and/or its their affiliates. The Borrower agrees Co-Borrowers agree that nothing in the 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 the BorrowerCo-Borrowers, its their stockholders or its their affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the 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 Borrower Co-Borrowers and the Guarantors, on the other 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 the BorrowerCo-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 the BorrowerCo-Borrowers, its their stockholders or its their affiliates on other matters) or any other obligation to the Borrower Co-Borrowers except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the BorrowerCo-Borrowers, its their management, stockholders, affiliates, creditors or any other Person. The Each Co-Borrower acknowledges and agrees that the 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. The 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 the such Co-Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each 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 Account Party regarding the Borrower, its stockholders and/or its affiliatestransactions contemplated hereby. The Borrower 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 affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that neither Issuing Lender nor its affiliates 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. 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 Loan Documents nature of our services or otherwise related to the Transactions 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 the BorrowerAccount Party, its stockholders equity holders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the Guarantors, on the other 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 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the BorrowerCompany, its stockholders and/or its affiliates. The Borrower Company agrees that nothing in the Loan Documents Papers 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 LenderBank, on the one hand, and the BorrowerCompany, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Loan Documents 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 the Borrower and the GuarantorsCompany, on the other handother, 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 the BorrowerCompany, 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 the BorrowerCompany, its stockholders or its affiliates on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Documents Papers and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its management, stockholders, affiliates, creditors or any other Person. The Borrower Company acknowledges and agrees that the 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. The Borrower 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 the Borrowerit, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the BorrowerCompany and each Applicant, its their respective stockholders and/or its their affiliates. The Borrower Company agrees that nothing in the Loan Credit 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 LenderBank, on the one hand, and the BorrowerCompany, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCompany, on the other handother, 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 the BorrowerCompany, 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 the BorrowerCompany, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its management, stockholders, affiliates, stockholders or creditors or any other Person. The Borrower Company acknowledges and agrees that the Borrower 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. The Borrower 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 the Borrowerit, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its their affiliates. The Borrower agrees that nothing in the Loan Documents this Agreement 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 LenderBank, on the one hand, and the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, 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 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents this Agreement and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the BorrowerCredit Parties. Each Credit Party, its stockholders and/or its affiliates. The Borrower Subsidiaries and their respective affiliates each agrees that nothing in the 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 Lenderthe Lenders, on the one hand, and the Borrowersuch Credit Party, its Subsidiaries, and any of their respective stockholders or its affiliates, on the other hand. The parties hereto Each Credit Party, its Subsidiaries and their respective affiliates each acknowledge and agree that (i) the transactions contemplated by the 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 Borrower such Credit Party, its Subsidiaries and the Guarantorstheir respective affiliates, on the other handother, 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 Credit Party, its Subsidiaries or their respective affiliates, management, stockholders, creditors or any other person, (xiii) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its stockholders Subsidiaries or its their 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 or any of its affiliates has advised, advised or is currently advising or will advise the Borrowersuch Credit Party, its stockholders Subsidiaries or its their respective affiliates on other matters) or any other obligation to the Borrower such Credit Party, its Subsidiaries or their respective affiliates except the obligations expressly set forth in the Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the BorrowerCredit Party, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges Subsidiaries and agrees that the Borrower has their respective affiliates have consulted its their own legal and financial advisors to the extent it each deemed appropriate appropriate. Each Credit Party, its Subsidiaries and their respective affiliates further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party, its Subsidiaries and their respective affiliates 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 the Borrowersuch Credit Party, its Subsidiaries or their respective affiliates in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender Lender, each Arranger, each Bookrunner and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesAffiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (ix) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (iiy) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Credit 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, Lenders and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto You acknowledge and agree that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, 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 the Borrower, its stockholders and/or its affiliatesBorrower or another Group Member. The Borrower agrees that nothing in the Loan Credit 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 Lenderthe Lenders, on the one hand, and the Borrower, its any Group Member, their stockholders or its affiliatesAffiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Loan 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 the Borrower and the Guarantorsother Group Members, on the other hand, and other; (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 the Borrower, its stockholders 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 the Borrower, its stockholders or its affiliates any other Group Member on other matters) or any other obligation to the Borrower or other Group Member, except the obligations expressly set forth in the Loan Documents Credit Documents; and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has and the other 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. 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 the BorrowerBorrower or any other Group Member, in connection with such transaction or the process leading thereto.. - 139 - CREDIT AGREEMENT

No Fiduciary Duty. 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 each of the BorrowerBorrowers, its their stockholders and/or its affiliatestheir Affiliates. The Each Borrower agrees that nothing in the 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 the any Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto acknowledge Each of the Borrowers acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the Guarantorseach Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the any Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, stockholders, affiliates, creditors or any other Person. The Each Borrower acknowledges and agrees that the 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. The 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 the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Credit 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, Lenders and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto Credit Parties acknowledge and agree that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.21, the “LendersCredit Parties”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesBorrowers. The Borrower Each Obligor Party agrees that nothing in the 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, Credit Parties and the BorrowerBorrowers, its their stockholders or its their affiliates, on the other hand. The parties hereto acknowledge Each Obligor Party acknowledges and agree agrees that (i) the transactions contemplated by the 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 the Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates any Obligor on other matters), (iv) or each of the Credit Parties may be engaged in a broad range of transactions that involve interests that differ from those of the Obligor Parties and their Affiliates, and no Credit Party has any other obligation to disclose any of such interests to the Borrower except the obligations expressly set forth in the Loan Documents Obligor Parties or their Affiliates and (yv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. The 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 the Borrowersuch Obligor Party or any other Obligor, in connection with such transaction the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its affiliatesObligors. The Borrower Each Obligor agrees that nothing in the 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, Lenders and the Borrowersuch Obligor, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge Each Obligor acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the Guarantorssuch Obligor, on the other handother, 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 Obligor, its management, stockholders, creditors or any other person, (xiii) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates such 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 or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its stockholders or its affiliates such Obligor on other matters) or any other obligation to the Borrower such Obligor except the obligations expressly set forth in the Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower such Obligor 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. The 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 the Borrowersuch Obligor, in connection with such transaction transactions or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the 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. The Each Borrower agrees that nothing in the 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 the such Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (ix) the transactions contemplated by the 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 Borrower and the GuarantorsBorrowers, on the other handother, and (iiy) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the any Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents and Documents, (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, stockholders, affiliates, 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. The Each Borrower acknowledges and agrees that the 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. The 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 the such Borrower, in connection with such transaction or the process leading thereto.thereto Lenders and (ii) 203

No Fiduciary Duty. The Administrative 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 the BorrowerCompany, its stockholders and/or its affiliates. The Borrower Company agrees that nothing in the Loan Credit 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 LenderLender Party, on the one hand, and the BorrowerCompany, its stockholders or its affiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCompany, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the BorrowerCompany, 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 Party has advised, is currently advising or will advise the BorrowerCompany, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its management, stockholders, affiliates, creditors or any other Person. The Borrower Company acknowledges and agrees that the Borrower 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. The Borrower Company 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 the BorrowerCompany, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 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. The Administrative 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 the BorrowerCredit Parties, its stockholders their equityholders and/or its affiliatestheir Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit 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 the Borrowersuch Credit Party, its stockholders equityholders or its affiliatesAffiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCredit Parties, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the Borrowerany Credit Party, its stockholders equityholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, stockholders, affiliatesequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that the 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. The 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 the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender Each 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 the Borrowerother Purchasers, its stockholders their equityholders and/or its affiliatestheir Affiliates. The 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 Loan Documents Transaction Agreements 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 Lenderthe GS Purchaser, its equityholders or its Affiliates, on the one hand, and any other Purchaser, its equityholders or its Affiliates, on the Borrowerother. Each Purchaser acknowledges and agrees that (a) none of GS Purchaser, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the Guarantors, on the other hand, 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 the 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 the Borrowerany other Purchaser, its stockholders or its affiliates Affiliates on other matters) or any other obligation to any other Purchaser and (b) GS Purchaser shall have no duty to consult with, provide notice to, seek the Borrower except approval or consent of, or take into account the obligations expressly 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 Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading theretoPurchase Agreement.

No Fiduciary Duty. The Administrative Agent, the Arranger, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesCompany. The Borrower Company agrees that nothing in the Loan Credit 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, Lenders and the BorrowerCompany, its stockholders or its affiliates, on the other hand. The parties hereto You acknowledge and agree that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCompany, on the other handother, 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 the 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 or will advise the Borrower, its stockholders or its affiliates Company on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Credit Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower Company has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. 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. The Borrower 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 the BorrowerCompany, in connection with such transaction or the process leading thereto.. [Remainder of page intentionally left blank]

No Fiduciary Duty. The Administrative Agent, each 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 the Borrower, its stockholders partners and/or its affiliatesAffiliates and/or its Partner Affiliates. The Borrower LEGAL_CAL:! 1257721.13 agrees that nothing in the Loan Documents or otherwise related to the Transactions 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 the Borrower, its stockholders or Affiliates and its affiliatespartners and any Partner Affiliates, on the other hand. The parties hereto acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other 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 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 the Borrower, its stockholders Affiliates or its affiliates partners or any Partner Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents this Agreement and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholdersshareholders, affiliatesunitholders, partners, creditors or any other Personperson. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction transactions or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 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. The Administrative Each Agent, each Lender Lender, each Arranger, each Bookrunner and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesAffiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 Le▇▇▇▇ ▇as advised, is currently advising or will advise the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the BorrowerObligors, its their respective stockholders and/or its their respective affiliates. The Borrower Each Obligor agrees that nothing in this Agreement or the 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 the Borrowersuch Obligor, its stockholders or its affiliates, on the other handother. The parties hereto Obligors acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrowerany Obligor, its stockholders or its affiliates on other matters) or any other obligation to the Borrower any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrowerany Obligor, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Obligor acknowledges and agrees that the 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. The 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 the Borrowersuch Obligor, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the BorrowerObligors, its their respective stockholders and/or its their respective affiliates. The Borrower Each Obligor agrees that nothing in this Agreement or the 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 the Borrowersuch Obligor, its stockholders or its affiliates, on the other handother. The parties hereto Obligors acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrowerany Obligor, its stockholders or its affiliates on other matters) or any other obligation to the Borrower any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrowerany Obligor, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Obligor acknowledges and agrees that the 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. The 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 the Borrowersuch Obligor, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.. 748405650

No Fiduciary Duty. The Administrative Agent, each Lender Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the BorrowerCompany, its stockholders and/or its affiliatesAffiliates. The Borrower Company agrees that nothing in the 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 the Borrowersuch Company, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the GuarantorsCompany, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 Lender has advised, is currently advising or will advise the BorrowerCompany, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its management, stockholders, affiliates, creditors or any other Person. The Borrower Company acknowledges and agrees that the 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. The Borrower 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 the Borrowersuch Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the BorrowerCredit Parties, its their stockholders and/or its their affiliates. The Borrower ▇▇▇▇▇▇▇▇ agrees that nothing in the Loan Credit 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 the Borrowersuch Credit Party, its stockholders or its affiliates, affiliates on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower ▇▇▇▇▇▇▇▇ acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the BorrowerGuarantor and the Borrower Group Companies, its their stockholders and/or its their affiliates. The Each Borrower Group Company agrees that nothing in the Loan Financing 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 the Borrowersuch Borrower Group Company, its stockholders or its affiliates, on the other handother. The parties hereto Grantor and the Borrower Group Companies acknowledge and agree that (i) the transactions contemplated by the Loan Financing 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 the Borrower and the GuarantorsGroup Companies, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the BorrowerGuarantor 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 the BorrowerGuarantor or any Borrower Group Company, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the any Borrower Group Company except the obligations expressly set forth in the Loan Financing Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the BorrowerGuarantor or any Borrower Group Company, its management, stockholders, affiliates, creditors or any other Person. The Each Borrower Group Company acknowledges and agrees that the 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. The 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 the BorrowerGuarantor or such Borrower Group Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the BorrowerCompany, its their respective stockholders and/or its their affiliates. The Borrower Company agrees that nothing in the Loan Credit 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 LenderBank, on the one hand, and the BorrowerCompany, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCompany, on the other handother, 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 the BorrowerCompany, 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 the BorrowerCompany, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its management, stockholders, affiliates, stockholders or creditors or any other Person. The Borrower Company acknowledges and agrees that the Borrower 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. The Borrower 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 the Borrowerit, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the BorrowerCompany, its stockholders and/or its affiliates. The Borrower Company agrees that nothing in the Agreement or the 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 LenderBank, on the one hand, and the BorrowerCompany, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Company acknowledges and agree agrees that (i) the transactions contemplated by the Agreement and the 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 the Borrower and the GuarantorsCompany, on the other handother, 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 the BorrowerCompany, 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 the BorrowerCompany, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower Company except the obligations expressly set forth in the Agreement and the Loan Documents and (y) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its management, stockholders, affiliates, creditors or any other Person. The Borrower Company acknowledges and agrees that the 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. The Borrower Company 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 the BorrowerCompany, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender Corporation hereby acknowledges that the Agents are acting solely as Agents in connection with the purchase and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those sale of the BorrowerOffered Securities. The Corporation further acknowledges that the Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agents act or be responsible as a fiduciary to the Corporation, its stockholders and/or its affiliatesmanagement, shareholders or creditors or any other person in connection with any activity that the Agents may undertake or have undertaken in furtherance of such purchase and sale of the Corporation’s securities, either before or after the date hereof. The Borrower agrees that nothing in the Loan Documents Agents hereby expressly disclaim any fiduciary or otherwise related similar obligations to the Transactions will be deemed to create an advisoryCorporation, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) either in connection with the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handthis Agreement or any matters leading up to such transactions, and the Borrower Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the GuarantorsAgents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agents to the Corporation regarding such transactions, on including any opinions or views with respect to the other handprice or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agents agree that the Agents are acting as principal and not the agent or fiduciary of the Corporation and no Agent has assumed, and (ii) in connection therewith and with the process leading theretono Agent will assume, (x) no Lender has assumed an any advisory or fiduciary responsibility in favor favour of the Borrower, its stockholders or its affiliates Corporation 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 Agent has advised, advised or is currently advising or will advise the Borrower, its stockholders or its affiliates Corporation on other matters) or any other obligation ). The Corporation hereby waives and releases, to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerfullest extent permitted by law, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees claims that the Borrower has consulted its own legal and financial advisors to Corporation may have against the extent it deemed appropriate and that it is responsible for making its own independent judgment Agents with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature or respectfiduciary, or owes a fiduciary advisory or similar duty to the Borrower, Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transaction or transactions. If the process leading thereto.Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and returning one executed copy to the Agents. Yours very truly, Per: (signed) “▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇” Authorized Signing Officer Per: (signed) “▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇” Authorized Signing Officer

No Fiduciary Duty. The Administrative 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 the BorrowerCredit Parties, its their stockholders and/or its their affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit 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 the Borrowersuch Credit Party, its stockholders or its affiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsCredit Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) except as otherwise expressly agreed in writing, no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the Borrowerany Credit Party, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, stockholders, affiliates, creditors stockholders or any other Personcreditors. The Borrower Each Credit Party acknowledges and agrees that the Borrower it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible 228 for making its own independent judgment with respect to such transactions and the process leading thereto. The 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 the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 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 the Borrower, Borrower and its stockholders and/or its affiliatesAffiliates. The Borrower agrees that nothing in the Loan Documents this Agreement or otherwise related to the Transactions 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 the Borrower, its stockholders or its affiliates, on the other handAffiliates. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) this Agreement are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents this Agreement and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto. To the fullest extent permitted by law the Borrower hereby waives and releases any claims that it may have against each of the Lenders 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. The Administrative (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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions 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 the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto Loan Parties acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 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. The Administrative Agent, each Lender Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.21, the “LendersCredit Parties”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliatesBorrowers. The Each Borrower agrees that nothing in the 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, Credit Parties and the BorrowerBorrowers, its their stockholders or its their affiliates, on the other hand. The parties hereto acknowledge Each Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 the Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates any Obligor on other matters), (iv) or each of the Credit Parties may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and no Credit Party has any other obligation to disclose any of such interests to the Borrower except the obligations expressly set forth in the Loan Documents Borrowers or their Affiliates and (yv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower Obligor 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 the transactions contemplated hereby and the process leading thereto. The Each Borrower 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 the Borrowersuch Borrower or any other Obligor, in connection with such transaction the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Credit 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 the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto Credit Parties acknowledge and agree that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.. - 148 -

No Fiduciary Duty. The Administrative Agent, each Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the BorrowerObligors, its their respective stockholders and/or its their respective affiliates. The Borrower Each Obligor agrees that nothing in this Agreement or the 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 LenderLender or any Joint Lead Arranger, on the one hand, and the Borrowersuch Obligor, its stockholders or its affiliates, on the other handother. The parties hereto Obligors acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsObligors, on the other handother, 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 the 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 the Borrowerany Obligor, its stockholders or its affiliates on other matters) or any other obligation to the Borrower any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrowerany Obligor, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each Obligor acknowledges and agrees that the 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. The 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 the Borrowersuch Obligor, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the 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. The Each Borrower agrees that nothing in the 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 the such Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (ix) the transactions contemplated by the 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 Borrower and the GuarantorsBorrowers, on the other handother, and (iiy) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the any Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents and Documents, (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the any ​ ​ Borrower, its management, stockholders, affiliates, 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. The Each Borrower acknowledges and agrees that the 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. The 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 the 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. 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Lender, on the one hand, and the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Loan 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 the Borrower and the GuarantorsBorrower, on the other handother, 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 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 the Lender has advised, is currently advising or will advise the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each the Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. The Borrower 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 the Borrower, in connection with such transaction or the process leading theretothereto and, to the fullest extent permitted by law, hereby waives and releases any claims that it may have against the Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Fiduciary Duty. 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the Guarantors, on the other 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 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. The 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 the Borrower, in connection with such transaction or the process leading thereto.. UAL Term Loan Credit Agreement 2020

No Fiduciary Duty. 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 the Borrower, its stockholders and/or Borrower and its affiliates. The Borrower agrees that nothing in the Loan Documents this Agreement or otherwise related to the Transactions 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 the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) this Agreement are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower and the GuarantorsBorrower, on the other handother, 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 the 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 the Borrower, its stockholders or its affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents this Agreement and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the 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. 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 the Borrower, in connection with such transaction or the process leading thereto.. [Remainder of page intentionally left blank]

No Fiduciary Duty. The Administrative Agent, each Lender Corporation hereby acknowledges that the Agents are acting solely as agents in connection with the offer and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those sale of the BorrowerOffered Shares. The Corporation further acknowledges that the Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agents act or be responsible as a fiduciary to the Corporation, its stockholders and/or its affiliatesmanagement, shareholders or creditors or any other person in connection with any activity that the Agents may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Borrower agrees that nothing in the Loan Documents Agents hereby expressly disclaim any fiduciary or otherwise related similar obligations to the Transactions will be deemed to create an advisoryCorporation, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) either in connection with the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handthis Agreement or any matters leading up to such transactions, and the Borrower Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the GuarantorsAgents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agents to the Corporation regarding such transactions, on including, but not limited to, any opinions or views with respect to the other handprice or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agents agree that the Agents are acting as principal and not the agent or fiduciary of the Corporation and no Agent has assumed, and (ii) in connection therewith and with the process leading theretono Agent will assume, (x) no Lender has assumed an any advisory or fiduciary responsibility in favor favour of the Borrower, its stockholders or its affiliates Corporation 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 Agent has advised, advised or is currently advising or will advise the Borrower, its stockholders or its affiliates Corporation on other matters) or any other obligation ). The Corporation hereby waives and releases, to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerfullest extent permitted by law, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees claims that the Borrower has consulted its own legal and financial advisors to Corporation may have against the extent it deemed appropriate and that it is responsible for making its own independent judgment Agents with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature or respectfiduciary, or owes a fiduciary advisory or similar duty to the Borrower, Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transaction or the process leading theretotransactions.

No Fiduciary Duty. 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 the BorrowerCompany, its stockholders and/or its affiliatesAffiliates. The Borrower agrees Borrowers agree that nothing in the Loan Documents this Agreement 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 the BorrowerCompany, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Borrowers acknowledge and agree that (i) the transactions contemplated by the Loan Documents this Agreement (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 Borrower and the GuarantorsBorrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the BorrowerCompany, 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 the BorrowerCompany, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower Borrowers except the obligations expressly set forth in the Loan Documents this Agreement and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the BorrowerCompany, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges Borrowers acknowledge and agrees agree that the Borrower each 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. The Borrower agrees Borrowers 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 duty, to the Borrower, Borrowers in connection with such transaction transactions or the process leading thereto.

No Fiduciary Duty. The Administrative Each Agent, each Lender 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 the MLP Entity, the Borrower and the Subsidiaries of the Borrower, its stockholders and/or its affiliates. The Borrower hereby agrees that subject to applicable law, nothing in the 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, Lenders and the BorrowerLoan Parties, its stockholders their equity holders or its affiliates, on the other handtheir Affiliates. The parties hereto acknowledge Borrower hereby acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the GuarantorsLoan Parties, on the other handother, 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, its management, equity holders, creditors or any other person, (xiii) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates any Loan 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 or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its stockholders or its affiliates such Loan Party on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents and Documents, (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower and each other Loan Party has 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Each Agent, each Lender 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 the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the 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 the Borrower, its stockholders or its affiliates, on the other handother. The parties hereto acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of 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 the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that 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. 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 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. The Administrative Agent, each 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 the Borrower, its stockholders and/or its affiliatesLoan Parties. The Borrower Each Loan Party agrees that nothing in the any Loan Documents Document, any Hedging Agreement with any Secured Hedging Provider or otherwise related to the Transactions any Treasury Management 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, Lenders and the BorrowerLoan Parties, its stockholders their partners or its affiliates, on the other handtheir Affiliates. The parties hereto acknowledge Each Loan Party acknowledges and agree agrees that (ia) the transactions with the Lenders contemplated by the Loan Documents (including 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 the Borrower and the Guarantorsapplicable Loan Parties, on the other handother, 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 Loan Party, or of any Loan Party’s management, partners, creditors or other Affiliates, (xc) no Lender has assumed an advisory or a fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates any Loan Party 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 the Borrower, its stockholders or its affiliates any Loan Party on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower such Person has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Loan 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. The 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 the 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. BORROWER: ARCHROCK SERVICES, L.P., a Delaware limited partnership By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer Address for Notices: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Treasurer Copy to: General Counsel Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Copy to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sidley Austin LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ PARENT: EXTERRAN HOLDINGS, INC., a Delaware corporation By: /s/ ▇. ▇▇▇▇▇▇▇ Childers Name: ▇. ▇▇▇▇▇▇▇ Childers Title: President and Chief Executive Officer Address for Notices: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Treasurer Copy to: General Counsel Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇ e-mail: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Copy to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sidley Austin LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ISSUING BANK, SWINGLINE ASSOCIATION, Individually and as LENDER AND LENDER: Administrative Agent By: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: C. ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Lending Office for ABR Loans and LIBOR Loans: WLS Agency Services ▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ Blvd. 23rd Floor NC 0680 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Address for Notices: ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: C. ▇▇▇▇▇ ▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Copy to: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Suite 3700 Dallas, Texas 75201 INVESTMENT BANK, as a Lender and Issuing Bank By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director BANK OF AMERICA, N.A., as a Lender and Issuing Bank By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President JPMORGAN CHASE BANK, N.A., as a Lender and Issuing Bank By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ROYAL BANK OF CANADA, as a Lender and Issuing Bank By: /s/ ▇▇▇▇ ▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇▇▇▇▇, ▇▇. Title: Authorized Signatory THE BANK OF NOVA SCOTIA, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director COMPASS BANK, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director TORONTO DOMINION (New York) LLC, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Manager Corporate Lending ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory MUFG UNION BANK, N.A., as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇▇ He Name: ▇▇▇▇▇▇ He Title: Assistant Vice President REGIONS BANK, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President CITIBANK, N.A., as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President SANTANDER BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ Puiki Lok Name: Puiki Lok Title: Vice President ▇▇▇▇▇ Fargo Bank, National Association $ 22,000,000.00 Credit Agricole Corporate and Investment Bank $ 19,500,000.00 Bank of America, N.A. $ 19,500,000.00 JPMorgan Chase Bank, N.A. $ 19,500,000.00 Royal Bank of Canada $ 19,500,000.00 The Bank of Nova Scotia $ 16,000,000.00 Compass Bank $ 16,000,000.00 Capital One, National Association $ 16,000,000.00 Sumitomo Mitsui Banking Corporation $ 16,000,000.00 Toronto Dominion (New York) LLC $ 16,000,000.00 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA $ 16,000,000.00 MUFG Union Bank, N.A. $ 16,000,000.00 PNC Bank, National Association $ 16,000,000.00 Regions Bank $ 16,000,000.00 Branch Banking and Trust Company $ 14,000,000.00 Citibank, N.A. $ 14,000,000.00 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. $ 14,000,000.00 Santander Bank, N.A. $ 14,000,000.00 TOTAL $ 300,000,000.00 $ , 201[·] FOR VALUE RECEIVED, ARCHROCK SERVICES, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the office of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), at [ ], the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books. This Note is one of the Notes referred to in the Credit Agreement dated as of July 10, 2015, among Exterran Holdings, Inc., as Parent, the Borrower, the Administrative Agent and the other Agents and Lenders from time to time party thereto (including the Lender) (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Loans made by the Lender thereunder. Capitalized terms used in this Note and not defined herein have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. By: Name: Title: ARCHROCK SERVICES, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Credit Agreement dated as of July 10, 2015, among Exterran Holdings, Inc., as Parent, the Borrower, the Administrative Agent and the other Agents and Lenders from time to time party thereto (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), hereby makes the requests indicated below (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement):

No Fiduciary Duty. The Administrative Agent, each Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the BorrowerRCC Parties, its their stockholders and/or its their affiliates. The Borrower Each RCC Party agrees that nothing in the Agreement or the 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 the Borrowersuch RCC Party, its stockholders or its affiliates, on the other handother. The parties hereto RCC Parties acknowledge and agree that (i) the transactions contemplated by the 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 the Borrower and the GuarantorsRCC Parties, on the other handother, 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 the 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 the Borrowerany RCC Party, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower any RCC Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrowerany RCC Party, its management, stockholders, affiliates, creditors or any other Person. The Borrower Each RCC Party acknowledges and agrees that the 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. The 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 the Borrowersuch RCC Party, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Administrative Each 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 the Borrower, its stockholders and/or its affiliatesAffiliates. The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, a fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (i) the transactions contemplated by the 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 Borrower and the GuarantorsBorrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory a fiduciary or fiduciary similar responsibility in favor of 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 the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Personperson. The Borrower acknowledges and agrees that 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative 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 the 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. The Each Borrower agrees that nothing in the 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 the such Borrower, its stockholders or its affiliatesAffiliates, on the other handother. The parties hereto Loan Parties acknowledge and agree that (ix) the transactions contemplated by the 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 Borrower and the GuarantorsBorrowers, on the other handother, and (iiy) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of the 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 the any Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents and Documents, (yii) each Lender is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, stockholders, affiliates, 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. The Each Borrower acknowledges and agrees that the 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. The 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 the 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.