Common use of No Fiduciary Duty Clause in Contracts

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

No Fiduciary Duty. Each The Administrative Agent, each Arranger, each Lender, each Issuing Bank Arranger, the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrower, their equityholders its stockholders and/or their its Affiliates. Each Credit Party Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender or any Agent, on the one hand, and such Credit PartyBorrower, its equityholders stockholders or its Affiliates, on the otherother hand. The Credit Parties acknowledge and agree that (ai) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLenders and the Administrative Agent, on the one hand, and the Credit PartiesBorrower, on the otherother hand, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of any Credit PartyBorrower, its equityholders 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 any Credit PartyBorrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except Borrower except, the obligations expressly set forth in the Credit Documents and (iiy) each Lender is acting solely as principal principal, and not as the agent or fiduciary of any Credit PartyBorrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors advisors, to the extent it has deemed appropriate appropriate, and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any 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 such Credit PartyBorrower, in connection with any such transaction or the process leading thereto.

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

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

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

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Domino’s Parties acknowledge and agree that (a) the transactions contemplated by purchase and sale of the Credit Documents (Offered Notes pursuant to this Agreement, including the exercise determination of rights the offering price of the Offered Notes and remedies hereunder any related discounts and thereunder) are commissions, is an arm’s-length commercial transactions transaction between the LendersDomino’s Parties, on the one hand, and the Credit Partiesseveral Initial Purchasers, on the otherother hand, and (b) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser and their respective representatives are and have been acting solely as a principal and is not the agent or fiduciary of any Domino’s Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (ic) no Lender Initial Purchaser or any of their respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates Domino’s Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether any Lender such Initial Purchaser or its representative has advised, advised or is currently advising the Domino’s Parties or will advise any Credit Party, its equityholders or its Affiliates of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any other obligation to any Credit Party the Domino’s Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Domino’s Parties, (e) any duties and obligations that the Initial Purchasers may have to the Domino’s Parties shall be limited to those duties and obligations specifically stated herein, and (iif) each Lender is acting solely as principal the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of any Credit PartyDomino’s Parties have consulted their own respective legal, its managementaccounting, equityholders or creditors or any other Person. Each Credit Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has they deemed appropriate and appropriate. The Domino’s Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction or the process leading theretoOffered Notes.

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

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 12.18, the “Lenders”) ), may have economic interests that conflict with those of the Credit Parties, Borrower and its Subsidiaries and their equityholders stockholders and/or their Affiliatesaffiliates. Each Credit Party The Borrower, for itself and on behalf of its Subsidiaries, agrees that nothing in this Agreement or the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders the Borrower or its AffiliatesSubsidiaries, their stockholders or their affiliates, on the other. The Credit Parties acknowledge Borrower, for itself and agree on behalf of its Subsidiaries, acknowledges and agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower and its Subsidiaries, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders the Borrower or its Affiliates Subsidiaries, their stockholders 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 any Credit Party, its equityholders Borrower or its Affiliates Subsidiaries, their stockholders or their affiliates on other matters) or any other obligation to the Borrower or any Credit Party of its Subsidiaries except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Credit Partyof its Subsidiaries, its their management, equityholders or stockholders, creditors or any other Person. Each Credit Party The Borrower, for itself and its Subsidiaries, acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower, for itself and its Subsidiaries, agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyBorrower or Subsidiary, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesParent Borrower, the Foreign Subsidiary Borrowers and the Subsidiary Term Borrowers, their equityholders stockholders and/or their Affiliatesaffiliates. Each Credit Party of the Parent Borrower, the Foreign Subsidiary Borrowers and the Subsidiary Term Borrowers agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partyborrower, its equityholders stockholders or its Affiliatesaffiliates, on the other. The Credit Parties acknowledge Each of the Parent Borrower, the Foreign Subsidiary Borrowers and agree the Subsidiary Term Borrowers acknowledges and agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunderthere under) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Partiesapplicable borrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partyof the Parent Borrower, its equityholders the Foreign Subsidiary Borrowers or its Affiliates the Subsidiary Term Borrowers, their stockholders 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 any Credit Partyborrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party of the Parent Borrower, the Foreign Subsidiary Borrowers or the Subsidiary Term Borrowers except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partyof the Parent Borrower, its the Foreign Subsidiary Borrowers or the Subsidiary Term Borrowers, their respective management, equityholders or stockholders, creditors or any other Person. Each Credit Party of the Parent Borrower, Foreign Subsidiary Borrowers and Subsidiary Term Borrowers acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party of the Parent Borrower, Foreign Subsidiary Borrowers and Subsidiary Term Borrowers agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partyborrower, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each AgentThe Company and the Guarantor hereby acknowledge that the Underwriters are acting solely as the principal of the Company in connection with the purchase and sale of the Securities. The Company and the Guarantor further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, each Arrangerand in no event do the parties intend that the Underwriters act or be responsible as a financial advisor, each Lenderagent or fiduciary to the Company, each Issuing Bank and the Guarantor or their respective Affiliates (collectivelyaffiliates, solely for purposes stockholders, creditors or employees or any other party in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of this paragraph, the “Lenders”) may have economic interests that conflict with those such purchase and sale of the Credit PartiesCompany’s securities, their equityholders and/or their Affiliateseither before or after the date hereof. Each Credit Party agrees The Company and the Guarantor acknowledge that nothing in the Credit Documents no Underwriter has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders the Company or its Affiliates the Guarantor with respect to the transactions contemplated hereby (or purchase and sale of the exercise of rights or remedies with respect thereto) Securities pursuant to this Agreement or the process leading thereto (irrespective of whether any Lender such Underwriter has advised, advised or is currently advising the Company or will advise any Credit Party, its equityholders or its Affiliates the Guarantor on other matters) or and no Underwriter has any other obligation to any Credit Party the Company or the Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement. The Company and the Credit Documents Guarantor hereby acknowledge that the several Underwriters and (ii) each Lender is acting solely as principal their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and not as that the agent several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary of relationship and the Underwriters have not provided any Credit Partylegal, its managementaccounting, equityholders regulatory or creditors or any other Person. Each Credit Party acknowledges tax advice with respect to the offering contemplated hereby and agrees that it has the Company and the Guarantor have consulted its their own legal legal, accounting, regulatory and financial tax advisors to the extent it has they deemed appropriate appropriate. This Agreement supersedes all prior agreements and that it is responsible for making its own independent judgment understandings (whether written or oral) between the Company and the several Underwriters with respect to such transactions the subject matter hereof. The Company and the process leading thereto. Each Credit Party agrees that it will not assertGuarantor hereby waive and release, and hereby waives to the maximum fullest extent permitted by applicable law, any claim claims that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction the Company or the process leading theretoGuarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. Each The Company acknowledges and agrees that each of Sales Agent, each Arrangerthe Forward Seller and the Forward Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the transactions contemplated hereby or by the Master Forward Confirmation) and not as a financial advisor or a fiduciary to, each Lenderor an agent of, each Issuing Bank the Company or any other person and will not claim that Sales Agent, the Forward Seller or the Forward Purchaser is acting in such capacity in connection with the transactions contemplated hereby. None of Sales Agent, the Forward Seller or the Forward Purchase and their respective Affiliates (collectively, solely for purposes of this paragraph, shall have obligations to the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders 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 has advised, is currently advising or will advise any Credit Party, its equityholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in this Agreement and the Credit Documents Master Forward Confirmation, and (ii) each Lender of Sales Agent, the Forward Seller and the Forward Purchaser and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company. Additionally, none of Sales Agent, the Forward Seller or the Forward Purchaser is acting solely as principal and not as advising the agent or fiduciary of any Credit Party, its management, equityholders or creditors Company or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the extent it has deemed appropriate and transactions contemplated hereby. In addition, each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Article VI, and is fully informed regarding such provisions. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its their own independent judgment investigation and appraisal of the transactions contemplated hereby, and none of Sales Agent, the Forward Seller or the Forward Purchaser and their respective Affiliates shall have responsibility or liability to the Company with respect thereto. Any review by Sales Agent, the Forward Seller or the Forward Purchaser of the Company, the transactions contemplated hereby or other matters relating to such transactions and will be performed solely for the process leading thereto. Each Credit Party agrees that it will not assertbenefit of Sales Agent, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction Forward Seller or the process leading theretoForward Purchaser, as the case may be and shall not be on behalf of the Company.

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

No Fiduciary Duty. Each The Collateral Agent, each ArrangerSecured Party, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “LendersFIG Parties”) ), may have economic interests that conflict with those of the Credit PartiesIssuer and the Guarantors, their other equityholders and/or their Affiliates. Each Credit Party The Issuer and each Guarantor agrees that nothing in the Credit Note Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderFIG Party, on the one hand, and the Issuer or such Credit PartyGuarantor, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge Issuer and agree each Guarantor acknowledges and agrees on its own behalf and on behalf of its subsidiaries that (ai) the transactions contemplated by the Credit Note Documents (including the exercise of rights and remedies hereunder and thereunderunder the other Note Documents) are arm’s-length commercial transactions between the LendersFIG Parties, on the one hand, and the Credit PartiesIssuer and/or Guarantors, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender FIG Party has assumed an advisory or fiduciary responsibility in favor of the Issuer or any Credit PartyGuarantor, its equityholders equityholders, it subsidiaries 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 FIG Party has advised, is currently advising or will advise the Issuer or any Credit PartyGuarantor, its equityholders equityholders, subsidiaries or its Affiliates on other matters) or any other obligation to the Issuer or any Credit Party Guarantor except the obligations expressly set forth in the Credit Note Documents and (iiy) each Lender FIG Party is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors the Issuer or any other Person. Each Credit Party acknowledges Guarantor on its own behalf and agrees on behalf of its subsidiaries that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Issuer or each Guarantor agrees that neither it nor will not assert, and hereby waives to the maximum extent permitted by applicable law, any of its subsidiaries claim that any Lender the Collateral Agent or FIG Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or such Credit PartyGuarantor or any of their subsidiaries, in connection with any such transaction or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, each Arranger, each Lender, the Swingline 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 Credit Loan Parties, their equityholders stockholders and/or their Affiliatesrespective affiliates and none of the Administrative Agent, Arrangers, Lenders, Swingline Lenders, Issuing Banks or their respective Affiliates has any obligation to disclose any such interests by virtue of any advisory, agency or fiduciary relationship. Each Credit Loan Party agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, any Arranger, any Issuing Bank, the Administrative Agent or the Swingline Lender, on the one hand, and such Credit Loan Party, its equityholders stockholders or its Affiliatesaffiliates, on the other. The Credit Parties acknowledge Each Loan Party acknowledges and agree that agrees that: (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, Swingline Lenders, Issuing Banks, Administrative Agent and Arrangers, on the one hand, and the Credit Loan Parties, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender, Administrative Agent, Issuing Bank, Swingline Lender or Arranger has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its equityholders 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 Lender, Administrative Agent, Swingline Lender, Issuing Bank or Arranger has advised, is currently advising or will advise any Credit Loan Party, its equityholders stockholders or its Affiliates on other matters, including the Acquisition) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender Lender, Administrative Agent, Swingline Lender, Issuing Bank and Arranger is acting solely as principal and not as the agent or fiduciary of any Credit such Loan Party, its management, equityholders or stockholders, creditors or any other Person. Each Credit Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal legal, tax and financial advisors to the extent it has deemed appropriate in connection with the Loan Documents and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not assertwaives, and hereby waives to the maximum fullest extent permitted by applicable lawpossible, on behalf of itself, its management, its stockholders, its creditors and any other Person, all claims against the Administrative Agent, any claim that Arranger, any Lender, the Swingline Lender has rendered advisory services or any Issuing Bank for breach of any nature fiduciary duty or respect, or owes a alleged breach of fiduciary or similar duty to such Credit Party, in connection with any such transaction or the process leading theretoduty.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Joint Lead Arranger, the Issuing Bank Bank, the 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 Credit PartiesBorrower, their equityholders its stockholders and/or their its Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders stockholders or its Affiliates, on the other. The Credit Loan Parties acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders 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 any Credit Partythe Borrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction or the process leading thereto.

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

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

No Fiduciary Duty. Each The Administrative Agent, the Documentation Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of U.S. Borrower or the Credit Parties, their equityholders and/or their AffiliatesBorrower. Each Credit Party agrees The U.S. Borrower and the Borrower agree that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Lenders, on the one handU.S. Borrower, and such Credit Partythe Borrower, its equityholders their stockholders or its Affiliates, on the other. The Credit Parties U.S. Borrower and the Borrower acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesU.S. Borrower or the Borrower, on the other, and (bii) 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, (iiii) no Lender has assumed an advisory or fiduciary responsibility under this Agreement or the Loan Documents in favor of any Credit Party, its equityholders 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 any Credit Party, its equityholders or its Affiliates the Borrower on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (iiiv) each Lender is acting solely as principal U.S. Borrower and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it has Borrower have consulted its their own legal and financial advisors to the extent it has 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. Each Credit Party agrees Borrower and U.S. Borrower agree that it they will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyU.S. Borrower or Borrower, in connection with any such transaction or this Agreement and the process leading theretoLoan Documents.

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

No Fiduciary Duty. Each The Senior Facility Agent, each ArrangerSenior Issuing Bank, the Swing Line Lender and each Lender, each Issuing Bank Senior Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.25, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrower, their equityholders its equity holders and/or their its Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Financing Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders equity holders or its Affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Financing Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Partythe Borrower, its equityholders equity holders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Financing Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower or its Affiliates, or its or their management, equityholders stockholders (or other equity holders), creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction or the process leading thereto.. Schedule 8.01

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank Issuer and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their AffiliatesBorrower and its Subsidiaries. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and such Credit PartyBorrower, its equityholders stockholders or its Affiliates, on the other. The Credit Parties acknowledge Borrower (for itself and agree on behalf of its Subsidiaries and Affiliates) acknowledges and agrees that (ai) the transactions 134 contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower and its Subsidiaries, on the other, and (bii) 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 Borrower, its management, stockholders, creditors or any other person, (iiii) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders 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 Borrower or will advise any Credit Party, its equityholders or of its Affiliates or Subsidiaries on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate appropriate. The Borrower (for itself and on behalf of its Subsidiaries and 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. Each Credit Party The Borrower (for itself and on behalf of its Subsidiaries and Affiliates) agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, the Borrower or any of its Subsidiaries or Affiliates in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Arranger, each Lender, each Issuing Bank 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 their affiliates. The Borrower (collectively, solely for purposes of this paragraph, the “Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees ”) each agree that nothing in the Credit Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders stockholders or its Affiliatesaffiliates, on the other. The Credit Parties Borrower acknowledge and agree that (ai) the transactions contemplated by the Credit Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders 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 any Credit Partythe Borrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Transaction Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, or its management, equityholders or stockholders, creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyPerson, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank Bank, each Swing Loan Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit Partiesany Borrowers, their equityholders its stockholders and/or their its Affiliates. Each Credit Party Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partyany Borrower, its equityholders stockholders or its Affiliates, on the other. The Credit Parties acknowledge Each Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrowers, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit PartyBorrower, its equityholders 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 any Credit PartyBorrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit PartyBorrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyBorrower, in connection with any such transaction or the process leading thereto. SECTION 9.20.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Wendy’s Parties acknowledge and agree that (a) the transactions contemplated by purchase and sale of the Credit Documents (Offered Notes pursuant to this Agreement, including the exercise determination of rights the offering price of the Offered Notes and remedies hereunder any related discounts and thereunder) are commissions, is an arm’s-length commercial transactions transaction between the LendersWendy’s Parties, on the one hand, and the Credit Partiesseveral Initial Purchasers, on the otherother hand, and (b) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser is and has, and their respective representatives are and have, been acting solely as a principal and is not the agent or fiduciary of any Wendy’s Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (ic) no Lender Initial Purchaser or any of their respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates Xxxxx’s Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether such Initial Purchaser or any Lender of its representative has advised, advised or is currently advising the Wendy’s Parties or will advise any Credit Party, its equityholders or its Affiliates of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any other obligation to any Credit Party the Wendy’s Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Wendy’s Parties, (e) any duties and obligations that the Initial Purchasers may have to the Wendy’s Parties shall be limited to those duties and obligations specifically stated herein, and (iif) each Lender is acting solely as principal the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of any Credit PartyWendy’s Parties have consulted their own respective legal, its managementaccounting, equityholders or creditors or any other Person. Each Credit Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has they deemed appropriate and appropriate. The Xxxxx’s Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction or the process leading theretoOffered Notes.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each the Arrangers, the Bookrunners, the Issuing Bank Bank, the 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 Credit PartiesBorrowers, their equityholders respective stockholders and/or their respective Affiliates. Each Credit Party Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrowers, its equityholders their respective stockholders or its their respective Affiliates, on the other. The Credit Loan Parties acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrowers, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrowers, its equityholders 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 Credit PartyBorrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party 157 the Borrowers except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit PartyBorrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party Borrower acknowledges and agrees that it has the Borrowers have consulted its their own legal and financial advisors to the extent it has 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. Each Credit Party Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partyany Borrower, in connection with any such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender, each Arranger, each LenderBookrunner, each Issuing Bank Bank, the 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 Credit Partieseach Borrower, their equityholders its stockholders and/or their its Affiliates. Each Credit Party Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit PartyBorrower, its equityholders stockholders or its Affiliates, on the other. The Credit Loan Parties acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrowers, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit PartyBorrower, its equityholders 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 any Credit PartyBorrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit PartyBorrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party Borrower acknowledges and agrees that it such Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party Company and the Subsidiary Guarantors acknowledges and agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that that: (ai) the transactions contemplated by purchase and sale of the Credit Documents (Securities pursuant to this Agreement, including the exercise determination of rights the public offering price of the Securities and remedies hereunder any related discounts and thereunder) are commissions, is an arm’s-length commercial transactions transaction between the LendersCompany and the Subsidiary Guarantors, on the one hand, and the Credit Partiesseveral Underwriters, on the otherother hand, and each of the Company and the Subsidiary Guarantors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (bii) in connection therewith with each transaction contemplated hereby and with the process leading theretoto such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or any Subsidiary Guarantor or their affiliates, stockholders, creditors or employees or any other party; (iiii) no Lender Underwriter has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Company or any Credit Party, its equityholders or its Affiliates Subsidiary Guarantor with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender such Underwriter has advised, advised or is currently advising the Company or will advise any Credit Party, its equityholders or its Affiliates Subsidiary Guarantor on other matters) and no Underwriter has any obligation to the Company or any other obligation Subsidiary Guarantor with respect to any Credit Party the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Credit Documents several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Subsidiary Guarantors and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iiv) each Lender is acting solely as principal the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and not as the agent or fiduciary of any Credit PartyCompany and the Subsidiary Guarantors have consulted their own legal, its managementaccounting, equityholders or creditors or any other Person. Each Credit Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has they deemed appropriate appropriate. The Company and the Subsidiary Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment they may have against the several Underwriters with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services breach or alleged breach of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction or the process leading theretoduty.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank 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 Credit Borrower Parties, their equityholders stockholders and/or their Affiliatesaffiliates. Each Credit Borrower Party agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Credit Borrower Party, its equityholders stockholders or its Affiliatesaffiliates, on the other. The Credit Borrower Parties acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Borrower Parties, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Borrower Party, its equityholders 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 any Credit Borrower Party, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Borrower Party except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Borrower Party, its management, equityholders or stockholders, creditors or any other Person. Each Credit Borrower Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Borrower Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Borrower Party, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their AffiliatesBorrower. Each Credit Party The Borrower acknowledges and agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and such Credit Partythe Borrower, its equityholders Affiliates or its Affiliates, on the otherstockholders. The Credit Parties acknowledge Borrower further acknowledges and agree agrees that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders 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 any Credit Party, its equityholders Affiliates or its Affiliates stockholders on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (ii) each Lender is acting solely as a principal and not as the agent or fiduciary of any Credit Party, its Affiliates, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such the Credit PartyParties, in connection with any such transaction or the process leading thereto.. [Remainder of page intentionally left blank]

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

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

No Fiduciary Duty. Each The Administrative Agent, each Arranger, each Lender, each Issuing Bank 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, the Servicer, their stockholders and/or their affiliates. The Borrower and the Servicer (collectively, solely for purposes of this paragraph, the “Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees ”) each agree that nothing in the Credit Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders or its Affiliatesthe Servicer, their stockholders and/or affiliates, on the other. The Credit Parties Borrower and the Servicer acknowledge and agree that (ai) the transactions contemplated by the Credit Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower and the Servicer, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower or the Servicer, its equityholders 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 any Credit Partythe Borrower or the Servicer, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower or the Servicer except the obligations expressly set forth in the Credit Transaction Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower or the Servicer, or its management, equityholders or stockholders, creditors or any other Person. Each Credit Party of the Borrower and the Servicer acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party of the Borrower and the Servicer agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyPerson, in connection with any such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank The Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection, the “LendersLender Parties”) ), may have economic interests that conflict with those of the Credit PartiesBorrower, their equityholders its securities holders and/or their Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise the Related Documents 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 such Credit Partythe Borrower, its equityholders securities holders or its Affiliates, on the otherother hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Loan Documents and the Related 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 Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Partythe Borrower, its equityholders securities holders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents ), and (iiy) each Lender Party is acting solely as principal hereunder, under the other Loan Documents and the Related Documents and not as the agent or fiduciary of any Credit Partythe Borrower, its management, equityholders securities holders or creditors or any other Personcreditors. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction the transactions contemplated by the Loan Documents or the Related Documents or the process leading thereto.

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

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

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

No Fiduciary Duty. Each The Administrative Agent, each the Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Borrower and its Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Documents this Agreement or otherwise will shall be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and such Credit Partythe Borrower, its equityholders stockholders or its Affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit 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 Credit PartiesBorrower, on the other, and (bii) 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, (iiii) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise any Credit Party, its equityholders or its Affiliates the Borrower on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Documents this Agreement and (iiiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it has 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. Each Credit Party The Borrower agrees that it will shall not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any 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. Each Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party Principal Entities and each Trust acknowledges and agrees that nothing in (i) the Credit Documents or otherwise will be deemed to create offer and sale of a series of Notes issued by each such Trust, including the determination of the offering price of such series of Notes and any related discounts and commissions, is an advisory, fiduciary or agency relationship or fiduciary or other implied duty arm’s-length commercial transaction between any Lendereach such Trust and the Principal Entities, on the one hand, and such Credit Party, its equityholders or its Affiliateseach applicable Agent, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one other hand, (ii) each applicable Agent is acting solely in the capacity of an arm’s length contractual counterparty to the Principal Entities and the Credit Parties, on the other, and (b) each such Trust in connection therewith with the offering of such series of Notes and with the process leading thereto, to such transaction (iincluding in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to the Principal Entities or any such Trust and (iii) no Lender Agent has assumed or will assume an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders such Trust or its Affiliates the Principal Entities with respect to the transactions contemplated hereby (or the exercise offering of rights or remedies with respect thereto) such series of Notes or the process leading thereto (irrespective of whether any Lender such Agent has advised, advised or is currently advising or will advise any Credit Party, its equityholders or its Affiliates the Principal Entities on other matters) or and no Agent has any other obligation to any Credit Party such Trust or the Principal Entities with respect to the offering of such series of Notes issued by any such Trust except the obligations expressly set forth in this Agreement. Additionally, the Credit Documents and (ii) each Lender is acting solely as principal and Agents are not as advising the agent or fiduciary of Principal Entities, any Credit Party, its management, equityholders or creditors Trust or any other Personperson or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in connection with the offering of the Notes, the Funding Agreements or the Guarantees contemplated hereby. Each Credit Party acknowledges of the Principal Entities and agrees that it has consulted each Trust shall consult with its own legal advisors concerning such matters and financial advisors to the extent it has deemed appropriate and that it is shall be responsible for making its own independent judgment appraisal of the transactions contemplated hereby, and the Agents shall have no responsibility or liability to any of them with respect thereto. Any review by the Agents of the Principal Entities, any Trust, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents and shall not be on behalf of the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, Principal Entities or any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction or the process leading theretoTrust.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank Loan Party acknowledges and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that (ai) the transactions contemplated by the Credit Documents (including the exercise extensions of rights and remedies hereunder and thereunder) are credit pursuant to this Agreement, is an arm’s-length commercial transactions transaction between the LendersLoan Parties, on the one hand, and the Credit PartiesAdministrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders, on the other, and (bii) in connection therewith and with the process leading theretoto such transaction each of the Administrative Agent, the Issuing Bank, the Swing Line Lender and each Lender is acting solely as a principal and not the agent or fiduciary of any Loan Party, (iiii) no none of the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates Loan Party with respect to the transactions extensions of credit contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any the Administrative Agent, the Issuing Bank, the Swing Line Lender or such Lender has advised, advised or is currently advising or will advise any Credit Party, its equityholders or its Affiliates such Loan Party on other matters) or any other obligation to any Credit Loan Party except other than the obligations expressly set forth in this Agreement and the Credit other Loan Documents and (iiiv) each none of the Administrative Agent, the Issuing Bank, the Swing Line Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Lender have provided any legal, accounting, regulatory or tax advice with respect to the extensions of credit contemplated hereby and each Loan Party acknowledges and agrees that it has consulted its own legal legal, accounting, regulatory, tax and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Credit Loan Party agrees that it will not assertclaim that the Administrative Agent, and hereby waives to the maximum extent permitted by applicable lawIssuing Bank, the Swing Line Lender, any claim that Lender, or any Lender of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, any Loan Party in connection with any such transaction or the process leading thereto.. EXECUTED as of the date first above written. BORROWER: QES HOLDCO LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and Chief Executive Officer GUARANTORS: Q DIRECTIONAL DRILLING, LLC By: QES Holdco LLC, its Sole Member By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and Chief Executive Officer Q DIRECTIONAL MGMT, INC. By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: President CENTERLINE TRUCKING, LLC By Q Directional Drilling, LLC, its Sole Member By: QES Holdco LLC, its Sole Member By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and Chief Executive Officer Signature Page to Credit Agreement QES Holdco, LLC TWISTER DRILLING TOOLS, LLC By Q Directional Drilling, LLC, its Sole Member By: QES Holdco LLC, its Sole Member By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and Chief Executive Officer Q CONSOLIDATED OIL WELL SERVICES, LLC By: QES Holdco LLC, its Sole Member By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and Chief Executive Officer CIS-OKLAHOMA, LLC By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: President OKLAHOMA OILWELL CEMENTING COMPANY By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: President Signature Page to Credit Agreement QES Holdco, LLC CONSOLIDATED OIL WELL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: President CONSOLIDATED OWS MANAGEMENT, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: President TEAM CO2 HOLDINGS, LLC By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: President Signature Page to Credit Agreement QES Holdco, LLC ADMINISTRATIVE AGENT: AMEGY BANK NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and Issuing Bank By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President LENDERS: AMEGY BANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President QES Holdco, LLC BANK OF AMERICA, N.A. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Senior Vice President Signature Page to Credit Agreement QES Holdco, LLC CITIBANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President Signature Page to Credit Agreement QES Holdco, LLC COMERICA BANK By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Assistant Vice President Signature Page to Credit Agreement QES Holdco, LLC IBERIABANK By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President Signature Page to Credit Agreement QES Holdco, LLC UBS AG, STAMFORD BRANCH By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Associate Director Signature Page to Credit Agreement QES Holdco, LLC BARCLAYS BANK PLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President Signature Page to Credit Agreement QES Holdco, LLC COMMUNITY TRUST BANK By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: EVP-Houston Region Signature Page to Credit Agreement QES Holdco, LLC EXHIBIT A

No Fiduciary Duty. Each The Administrative Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.19, the “Lenders”) ), may have economic interests that conflict with those of the Credit Partiesany Borrowers, their equityholders its stockshareholders and/or their its Affiliates. Each Credit Party Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partyany Borrower, its equityholders stockshareholders or its Affiliates, on the other. The Credit Parties acknowledge Each Borrower acknowledges and agree agrees that (a) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrowers and its Affiliates, on the other, and (b) in connection therewith and with the process leading thereto, (i2) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit PartyBorrower, its equityholders stockshareholders 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 any Credit PartyBorrower, its equityholders stockshareholders or its Affiliates on other matters) or any other obligation to any Credit Party Borrower and its Affiliates except the obligations expressly set forth in the Credit Loan Documents and (ii3) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit PartyBorrower or any of its Affiliates, its their management, equityholders or stockshareholders, creditors or any other Person. Each Credit Party Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyBorrower and its Affiliates, in connection with any such transaction or the process leading thereto.. 133

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank 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 Credit PartiesBorrower, their equityholders its stockholders and/or their Affiliatesits affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders stockholders or its Affiliatesaffiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders 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 any Credit Partythe Borrower, its equityholders stockholders or its Affiliates affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any 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. Each of the Administrative Agent, each Arrangerthe Issuing Lenders, each Lender, each Issuing Bank the Lenders and their respective Affiliates affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”) ), may have economic interests that conflict with those of the Credit Borrower and the other Loan Parties, their equityholders and/or their Affiliates. Each Credit Party of the Borrower and the other Loan Parties agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on of the one hand, Lender Parties and such Credit Party, its equityholders the Borrower or its any other Loan Parties or their respective shareholders and Affiliates, on . Each of the other. The Credit Borrower and the other Loan Parties acknowledge acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Borrower and the other Loan Parties, on the otherother hand, and (bii) in connection therewith and with the process leading theretoto such transaction, each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower or any other Loan Parties or their respective management, stockholders, creditors or any other person, (iiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Credit Party, its equityholders or its Affiliates other Loan Parties 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 the Borrower or will advise any Credit Party, its equityholders or its Affiliates other Loan parties on other matters) or any other obligation to the Borrower or any Credit Party other Loan Parties except the obligations expressly set forth in the Credit Loan Documents and (iiiv) each Lender is acting solely as principal the Borrower and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it has Loan Parties have consulted its their own legal and financial advisors to the extent it has they deemed appropriate appropriate. Each of the Borrower and the other Loan Parties further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party of the Borrower and the other Loan Parties agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower or any other Loan Parties, in connection with any such transaction or the process leading thereto.

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

No Fiduciary Duty. Each The Administrative Agent, each ArrangerCo-Sustainability Structuring Agent, each LenderFronting Bank, each Issuing Bank Swingline Lender and each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection, the “LendersLender Parties”) ), may have economic interests that conflict with those of the Credit PartiesBorrower, their equityholders its securities holders and/or their its Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Credit Partythe Borrower, its equityholders securities holders or its Affiliates, on the otherother hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Partythe Borrower, its equityholders securities holders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents ), and (iiy) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and not as the agent or fiduciary of any Credit Partythe Borrower, its management, equityholders or its securities holders, its creditors or any other Personits Affiliates. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Joint Lead Arranger, the Issuing Bank Bank, the 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 Credit PartiesBorrower, their equityholders its stockholders and/or their its Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders stockholders or its Affiliates, on the other. The Credit Loan Parties acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders 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 any Credit Partythe Borrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction or the process leading thereto.. 152

No Fiduciary Duty. Each Agent, each Arrangerthe Co-Syndication Agents, the Documentation Agent, each LenderJoint Lead Arranger and Bookrunner, each Issuing Bank Issuer 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 Credit Parties, their equityholders and/or their AffiliatesBorrower and its Subsidiaries. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Parties and such Credit Partythe Borrower, its equityholders Subsidiaries, its stockholders or its Affiliates, on the otherother affiliates. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit PartiesBorrower and its applicable Subsidiaries, on the other, and (bii) in connection therewith and with the process leading theretoto such transaction each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower or any of its Subsidiaries, or their respective management, stockholders, creditors or any other Person, (iiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Credit Party, of its equityholders or its Affiliates Subsidiaries 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 the Borrower or will advise any Credit Party, of its equityholders or its Affiliates Subsidiaries on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiiv) each Lender is acting solely as principal of the Borrower and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it has Subsidiaries have consulted its their own legal and financial advisors to the extent it has they have deemed appropriate appropriate. The Borrower further acknowledges and agrees that it and each of its Subsidiaries is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assertnot, and hereby waives to the maximum extent permitted by applicable lawwill cause each of its Subsidiaries not to, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower or any of its Subsidiaries, in connection with any such transaction transactions or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender, each Arranger, each LenderBookrunner, each Issuing Bank Bank, the 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 Credit Partieseach Borrower, their equityholders its stockholders and/or their its Affiliates. Each Credit Party Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit PartyBorrower, its equityholders stockholders or its Affiliates, on the other; provided that each Loan Party acknowledges that one or more Affiliates of Barclays Bank, DBSI and BAS (collectively, the “Borrower Financial Advisor”) has been retained by the Borrower as a buy-side financial advisor in connection with the Acquisition. The Credit Borrowers, on behalf of themselves and their respective Subsidiaries and Affiliates, agree not to assert any claim that the Borrowers and their respective Subsidiaries and Affiliates might allege based on any actual or potential conflict of interest that might be asserted to arise or result from, on the one hand, the engagement of the Borrower Financial Advisor and, on the other hand, Barclays Bank’s, DBSI’s or BAS’s or their respective Affiliates’ respective relationships as Agent, 209 Lender, Arranger, Bookrunner, Issuing Bank or Swing Line Lender, as applicable, described herein. The Loan Parties acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrowers, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit PartyBorrower, its equityholders 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 any Credit PartyBorrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit PartyBorrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party Borrower acknowledges and agrees that it such Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each The Senior Facility Agent, each ArrangerSenior Issuing Bank, the Swing Line Lender and each Lender, each Issuing Bank Senior Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.25, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrower, their equityholders its equity holders and/or their its Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Financing Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders equity holders or its Affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Financing 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 Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Partythe Borrower, its equityholders equity holders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Financing Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower or its Affiliates, or its or their management, equityholders stockholders (or other equity holders), creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction or the process leading thereto.. Schedule 8.01

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank The Company Parties and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties Selling Stockholder hereby acknowledge and agree that (a) the transactions contemplated by purchase and sale of the Credit Documents (Securities pursuant to this Agreement, including without limitation the exercise determination of rights the public offering price of the Securities and remedies hereunder and thereunder) are any interaction that the underwriters have with the Company Parties, the Selling Stockholder and/or their respective representatives or agents in relation thereto, is part of an arm’s-length commercial transactions transaction between the LendersCompany Parties and the Selling Stockholder, on the one hand, and the Credit PartiesUnderwriters and any affiliate through which it may be acting, on the other, and (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company Parties or the Selling Stockholder and (c) the engagement of the Underwriters by the Company Parties and the Selling Stockholder in connection therewith with the offering and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates with respect up to the transactions offering is as independent contractors and not in any other capacity. Furthermore, the Company Parties and the Selling Stockholder agree that they are solely responsible for making their own judgments in connection with the offering and other matters addressed herein or contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender of the Underwriters has advised, advised or is currently advising the Company Parties or will advise any Credit Party, its equityholders the Selling Stockholder on related or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person). Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions The Company Parties and the process leading thereto. Each Credit Party agrees Selling Stockholder also acknowledge and agree that it will the Underwriters have not assert, and hereby waives rendered to the maximum extent permitted by applicable law, them any claim that any Lender has rendered investment advisory services of any nature or respectrespect and will not claim that the Underwriters owe any agency, or owes a fiduciary or similar duty to such Credit Partythem, in connection with any the offering and such transaction other matters or the process leading thereto. The Selling Stockholder further acknowledges and agrees that, although the Underwriters may provide the Selling Stockholder with certain Regulation Best Interest pursuant to Rule 151-1 of the Exchange Act and Form CRS, pursuant to Rule 17a-14 of the Exchange Act, disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to the Selling Stockholder to participate in the offering or sell any Underwritten Securities at the purchase price set forth in Section 2 above, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. The Company Parties further acknowledge and agree that in any and all discussions with the Underwriters in connection with this Agreement and the matters contemplated hereby, that the Underwriters are providing services solely to the Company Parties and all such employees, officers or directors of the Company Parties engaged in such discussions are acting solely as representatives of the Company Parties not in their individual or personal capacity as potential selling stockholders or as representatives of the Selling Stockholder, and that any view expressed or recommendation that may be deemed to be made by the Underwriters is expressed or made solely to and for the benefit of the Company Parties.

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

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

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

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

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

No Fiduciary Duty. Each The Administrative Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 10.18, the “Lenders”) ), may have economic interests that conflict with those of the Credit Partiesa Borrower, their equityholders and/or their its shareholders and its Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders shareholders or its Affiliates, on the otherother hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the otherother hand, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor favour of any Credit Partythe Borrower, its equityholders shareholders 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 any Credit Partythe Borrower, its equityholders shareholders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, equityholders or shareholders, creditors or any other Personperson. Each Credit Party The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction transactions or the process leading thereto.

No Fiduciary Duty. Each The Company acknowledges and agrees that each of Sales Agent, each Arrangerthe Forward Seller and the Forward Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the transactions contemplated hereby or by the Master Forward Confirmation) and not as a financial advisor or a fiduciary to, each Lenderor an agent of, each Issuing Bank the Company or any other person and will not claim that Sales Agent, the Forward Seller or the Forward Purchaser is acting in such capacity in connection with the transactions contemplated hereby. None of Sales Agent, the Forward Seller or the Forward Purchaser and their respective Affiliates (collectively, solely for purposes of this paragraph, shall have obligations to the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders 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 has advised, is currently advising or will advise any Credit Party, its equityholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in this Agreement and the Credit Documents Master Forward Confirmation, and (ii) each Lender of Sales Agent, the Forward Seller and the Forward Purchaser and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company. Additionally, none of Sales Agent, the Forward Seller or the Forward Purchaser is acting solely as principal and not as advising the agent or fiduciary of any Credit Party, its management, equityholders or creditors Company or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the extent it has deemed appropriate and transactions contemplated hereby. In addition, each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Article VI, and is fully informed regarding such provisions. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its their own independent judgment investigation and appraisal of the transactions contemplated hereby, and none of Sales Agent, the Forward Seller or the Forward Purchaser and their respective Affiliates shall have responsibility or liability to the Company with respect thereto. Any review by Sales Agent, the Forward Seller or the Forward Purchaser of the Company, the transactions contemplated hereby or other matters relating to such transactions and will be performed solely for the process leading thereto. Each Credit Party agrees that it will not assertbenefit of Sales Agent, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction Forward Seller or the process leading theretoForward Purchaser, as the case may be and shall not be on behalf of the Company.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank The Lender and their respective its Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Borrowers and its Affiliates. Each Credit Party of the Borrowers agrees that nothing in the Credit Agreement or the other Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Credit Party, its equityholders any Borrower or any of its Affiliates, on the other. The Credit Parties acknowledge Each of the Borrowers acknowledges and agree agrees that (ai) the transactions contemplated by this Agreement and the Credit other 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 Credit PartiesBorrowers, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders Borrower 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 any Credit Party, its equityholders Borrower or its Affiliates on other matters) or any other obligation to any Credit Party the Borrowers except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit PartyBorrower, its management, equityholders or creditors Affiliates or any other Person. Each Credit Party of the Borrowers acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. Each Credit Party of the Borrowers agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or agency duty or similar duty to such Credit Partythe Borrowers, in connection with any such transaction the Agreement or the process leading theretoother Loan Documents.

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

No Fiduciary Duty. Each The Senior Facility Agent, each ArrangerSenior Issuing Bank, the Swing Line Lender and each Lender, each Issuing Bank Senior Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.25, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrower, their equityholders its equity holders and/or their its Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Financing Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders equity holders or its Affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Financing Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Partythe Borrower, its equityholders equity holders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Financing Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower or its Affiliates, or its or their management, equityholders stockholders (or other equity holders), creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction or the process leading thereto.

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

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

No Fiduciary Duty. Each The Administrative Agent, the Collateral Agent, each ArrangerIssuing Bank, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrower and its subsidiaries, their equityholders and/or their Affiliates. Each Credit Party The Borrower hereby agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit PartyTEGP, the Borrower and its subsidiaries, equityholders or its Affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders or its and/or 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 Credit Partythe Borrower, its equityholders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, the Borrower or its management, equityholders or equityholders, creditors or any other Person. Each Credit Party acknowledges and agrees that , (iii) it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Transactions and the process leading thereto. Each Credit Party agrees that thereto and (iv) it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Arranger, Syndication Agent, Documentation Agent, Agent, Issuing Bank or Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, it in connection with any such transaction or the process leading thereto, and agrees that each Arranger, Syndication Agent, Documentation Agent, Agent, Issuing Bank or Lender shall have no liability (whether direct or indirect) in respect of such a claim or to any other Person asserting such a claim on their behalf.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrower, their equityholders its stockholders and/or their Affiliatesits affiliates. Each Credit Party Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit PartyBorrower, its equityholders stockholders or its Affiliatesaffiliates, on the other. The Credit Parties acknowledge and agree that (ai) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit PartyBorrower, its equityholders 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 any Credit PartyBorrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party Borrower except the obligations expressly set forth in the Credit Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit PartyBorrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyBorrower, in connection with any such transaction or the process leading thereto. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

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

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

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrower, their equityholders its stockholders and/or their Affiliatesits affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders stockholders or its Affiliatesaffiliates, on the otherother hand. The Credit Parties parties hereto acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower and its Subsidiaries, on the otherother hand, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its equityholders 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 any Credit Partythe Borrower, its equityholders stockholders or its Affiliates affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, equityholders or stockholders, affiliates, creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each (a) The Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 16.16, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrower, their equityholders its Subsidiaries and/or their Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrower, its equityholders or its their Subsidiaries and their Affiliates, on the otherother hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the otherother hand, and (bii) in connection therewith and with the process leading thereto, (iA) no Lender has assumed an advisory or fiduciary responsibility in favor favour of any Credit Partythe Borrower, its equityholders their Subsidiaries 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 any Credit Partythe Borrower, its equityholders their Subsidiaries or its their Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiB) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its their management, equityholders or shareholders, creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any such transaction transactions or the process leading thereto.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Domino’s Parties acknowledge and agree that (a) the transactions contemplated by purchase and sale of the Credit Documents (Offered Notes pursuant to this Agreement, including the exercise determination of rights the offering price of the Offered Notes and remedies hereunder any related discounts and thereunder) are commissions, is an arm’s-length commercial transactions transaction between the LendersDomino’s Parties, on the one hand, and the Credit Partiesseveral Initial Purchasers, on the otherother hand, and (b) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser and their respective representatives are and have been acting solely as a principal and is not the agent or fiduciary of any Domino’s Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (ic) no Lender neither Initial Purchaser nor any of their respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates Domino’s Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether any Lender such Initial Purchaser or its representative has advised, advised or is currently advising the Domino’s Parties or will advise any Credit Party, its equityholders or its Affiliates of their respective subsidiaries on other matters) or and neither Initial Purchaser nor its respective representative has any other obligation to any Credit Party the Domino’s Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Domino’s Parties, (e) any duties and obligations that the Initial Purchasers may have to the Domino’s Parties shall be limited to those duties and obligations specifically stated herein, and (iif) each Lender is acting solely as principal the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of any Credit PartyDomino’s Parties have consulted their own respective legal, its managementaccounting, equityholders or creditors or any other Person. Each Credit Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has they deemed appropriate and appropriate. The Domino’s Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction or the process leading theretoOffered Notes.

No Fiduciary Duty. Each Administrative Agent, each Arrangerthe Issuing Lenders, each Lender, each Issuing Bank the Lenders and their respective Affiliates (collectively, solely for purposes of this paragraphSection 13.20, the “LendersLender Parties”) ), may have economic interests that conflict with those of the Credit PartiesBorrowers, their equityholders stockholders and/or their Affiliates. Each Credit Party agrees The Borrowers agree that nothing in the this Agreement or other Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Credit PartyBorrowers, its equityholders their stockholders or its their Affiliates, on the other. The Credit Parties Borrowers acknowledge and agree that (ai) the transactions contemplated by this Agreement and the other Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit PartiesBorrowers, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has Parties have assumed an advisory or fiduciary responsibility in favor of any Credit PartyBorrowers, its equityholders 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 Parties have advised, is are currently advising or will advise any Credit Partythe Borrowers, its equityholders their stockholders or its their Affiliates on other matters) or any other obligation to any Credit Party the Borrowers except the obligations expressly set forth in the this Agreement and other Credit Documents and (iiy) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrowers, its their management, equityholders or stockholders, creditors or any other Person. Each Credit Party acknowledges The Borrowers acknowledge and agrees agree that it has they have consulted its their own legal and financial advisors to the extent it has 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. Each Credit Party agrees The Borrowers agree that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyBorrowers, in connection with any such transaction or the process leading thereto.. * * * 144

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

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates its affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”) ), may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their AffiliatesBorrower. Each Credit Party The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on of the one hand, Lender Parties and such Credit Party, its equityholders the Borrower or its their respective shareholders or Affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) in connection therewith and with the process leading theretoto such transaction, each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower or any other Loan Party or its management, unitholders, stockholders, creditors or any other Person, (iiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Credit Party, its equityholders or its Affiliates other 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 Party or any of its Affiliates has advised, advised or is currently advising the Borrower or will advise any Credit Party, its equityholders or its Affiliates other Loan Party on other matters) or any other obligation to the Borrower or any Credit other Loan Party except the obligations expressly set forth in the Credit Documents and (iiiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it has 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. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, the Borrower or any other Loan Party in connection with any such transaction or the process leading thereto.. [Remainder of Page Intentional Left Blank; Signature Pages Follow]

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

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

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party Company and the Operating Partnership hereby acknowledges and agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by purchase and sale of the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are Shares pursuant to this Agreement is an arm’s-length commercial transactions transaction between the LendersCompany, on the one hand, and the Credit PartiesAgent, the Forward Seller and the Forward Purchaser (and any affiliate through which the Agent, the Forward Seller or the Forward Purchaser may be acting), on the other, and (b) the Agent, the Forward Seller and the Forward Purchaser are acting solely as agent and/or as principal in connection therewith with the public offering of the Shares and in connection with each transaction contemplated by this Agreement, any Terms Agreement and the Master Forward Confirmation and the process leading theretoto such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (i) no Lender or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, the Forward Seller and the Forward Purchaser, on the other hand, has assumed an advisory been or fiduciary responsibility will be created in favor respect of any Credit Partyof the transactions contemplated by this Agreement, its equityholders any Terms Agreement and the Master Forward Confirmation, irrespective of whether or its Affiliates not the Agent, the Forward Seller or the Forward Purchaser has advised or is advising the Company on other matters, and none of the Agent, the Forward Seller or the Forward Purchaser has any obligation to the Company with respect to the transactions contemplated hereby (by this Agreement, any Terms Agreement 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 Credit Party, its equityholders or its Affiliates on other matters) or any other obligation to any Credit Party Master Forward Confirmation except the obligations expressly set forth in herein and therein, (c) it is capable of evaluating and understanding, and understands and accepts, the Credit Documents terms, risks and conditions of the transactions contemplated by this Agreement, any Terms Agreement and the Master Forward Confirmation, (iid) each Lender is acting solely as principal none of the Agent, the Forward Seller or the Forward Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement, any Terms Agreement or the Master Forward Confirmation and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate appropriate, (e) it is aware that the Agent, the Forward Seller and the Forward Purchaser and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent, the Forward Seller and the Forward Purchaser have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise, (f) the Sales Price of the Shares sold pursuant to this Agreement, ANY TERMS AGREEMENT OR ANY FORWARD CONTRACT WILL not be established by the Agent, the Forward Seller or the Forward Purchaser, (g) it waives, to the fullest extent permitted by law, any claims it may have against the Agent, the Forward Seller and the Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Shares under this Agreement, any Terms Agreement and the Master Forward Confirmation and agrees that none of the Agent, the Forward Seller or the Forward Purchaser shall have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company and (h) the Company’s engagement of the Agent and the Forward Seller in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and the Operating Partnership agrees that it is solely responsible for making its own independent judgment judgments in connection with respect to such transactions the offering (irrespective of whether the Agent, the Forward Seller or the Forward Purchaser have advised or are currently advising the Company or the Operating Partnership on related or other matters). Each of the Company and the process leading thereto. Each Credit Party Operating Partnership agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender of the Agent, the Forward Seller or the Forward Purchaser has rendered advisory services of any nature or respect, or owes a owe an agency, fiduciary or similar duty to such Credit Partythe Company or the Operating Partnership, as applicable, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their AffiliatesBorrower. Each Credit Party The Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and such Credit Partythe Borrower, its equityholders stockholders or its Affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) 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, (iiii) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised, advised or is currently advising or will advise any Credit Party, its equityholders or its Affiliates the Borrower on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Documents and (iiiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it has 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. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with any 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. BXXXX HXXXXX INCORPORATED By: /s/ Pxxxx X. Xxxxxxx Name: Pxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: /s/ Kxxxx X. Xxxxx Kxxxx X. Xxxxx Title: Vice President Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement CITIBANK, N.A., as Lender By: Name: /s/ Axx Xxxxx Axx Xxxxx Title: Vice President Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement ABN AMRO Bank N.V., as Lender By: Name: /s/ Jxx Xxxxx Jxx Xxxxx Title: Managing Director By: Name: /s/ Lxx Xxxx Lxx Xxxx Title: Director Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement BANK OF AMERICA, N.A., as Lender By: Name: /s/ Sxxxxxx X. XxXxxxxx Sxxxxxx X. XxXxxxxx Title: Senior Vice President Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Lender By: Name: /s/ Lxxxx Xxxxx Lxxxx Xxxxx Title: Vice President & Manager Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as Lender By: Name: /s/ Gxxxxxxxx Xxxxx Gxxxxxxxx Xxxxx Title: Vice President Global Corporate Banking By: Name: /s/ Lxxx Xxxxxxxx Lxxx Xxxxxxxx Title: Managing Director Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement BAYERICSHE HYPO-UND VEREINSBANK AG, New York Branch, as Lender By: Name: /s/ Wxxxxxx X. Xxxxxx Wxxxxxx X. Xxxxxx Title: Director By: Name: /s/ Exxxxx Xxxx Exxxxx Xxxx Title: Director Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement The Bank of New York, as Lender By: Name: /s/ Hxxxxx X. Xxxxxxxxx Hxxxxx X. Xxxxxxxxx Title: Vice President Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement UBS Loan Finance LLC, as Lender By: Name: /s/ Ixxx X. Xxxx Ixxx X. Xxxx Title: Associate Director By: Name: /s/ Mxxx X. Xxxxx Mxxx X. Xxxxx Title: Associate Director Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement BARCLAYS BANK PLC, as Lender By: Name: /s/ Sxxxxx Xxxxxx Sxxxxx Xxxxxx Title: Director Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement Dresdner Bank AG in Hannover, as Lender By: /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Abteilungsdirektor By: /s/ Hxxxxxxx Xxxxxxxx Name: Hxxxxxxx Xxxxxxxx Title: Director Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement FOKUS BANK, as Lender Branch of Danske Bank By: /s/ Toril Nag Name: Toril Nag Title: Senior Vice President Commercial Banking By: /s/ Txxxxx Xxxxxx Name: Txxxxx Xxxxxx Title: Vice President Commercial Banking Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement MXXXXX SXXXXXX BANK, as Lender By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Authorized Signatory Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement THE NORTHERN TRUST COMPANY, as Lender By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Vice President Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement Wxxxxxx Street LLC, as Lender By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Authorized Signatory Signature Page to Bxxxx Hxxxxx Incorporated 364-Day Credit Agreement

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing The Xxxx in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Box Parties acknowledge and agree that (a) the transactions contemplated by purchase and sale of the Credit Documents (Offered Notes pursuant to this Agreement, including the exercise determination of rights the offering price of the Offered Notes and remedies hereunder any related discounts and thereunder) are arm’scommissions, is an arm's-length commercial transactions transaction between the LendersXxxx in the Box Parties, on the one hand, and the Credit Partiesseveral Initial Purchasers, on the otherother hand, and (b) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser and their respective representatives are and have been acting solely as a principal and is not the agent or fiduciary of any Xxxx in the Box Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (ic) no Lender Initial Purchaser or any of its respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates Xxxx in the Box Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether any Lender such Initial Purchaser or its representative has advised, advised or is currently advising the Xxxx in the Box Parties or will advise any Credit Party, its equityholders or its Affiliates of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any other obligation to any Credit Party the Xxxx in the Box Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Xxxx in the Box Parties, (e) any duties and obligations that the Initial Purchasers may have to the Xxxx in the Box Parties shall be limited to those duties and obligations specifically stated herein, and (iif) each Lender is acting solely as principal the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of any Credit PartyXxxx in the Box Parties have consulted their own respective legal, its managementaccounting, equityholders or creditors or any other Person. Each Credit Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has they deemed appropriate and appropriate. The Xxxx in the Box Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction or the process leading theretoOffered Notes.

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

No Fiduciary Duty. Each The Administrative Agent, each Arrangerthe Security Trustee, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “"Lenders”) "), may have economic interests that conflict with those of the Credit PartiesGuarantor, their equityholders its stockholders and/or their Affiliatesits affiliates. Each Credit Party The Guarantor agrees that nothing in the Credit Guaranty, the other Financing Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Guarantor, its equityholders stockholders or its Affiliates, on the otheraffiliates. The Credit Parties acknowledge Guarantor acknowledges and agree agrees that (ai) the transactions contemplated by this Guaranty and the Credit other Financing Documents (including the exercise of rights and remedies hereunder and thereunderhereunder) are arm’sarm's-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesGuarantor, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Guarantor, its equityholders 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 any Credit Partythe Guarantor, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party the Guarantor except the obligations expressly set forth in the Credit Guaranty and the other Financing Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Guarantor, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party The Guarantor acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Guarantor agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Guarantor, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank 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 Credit Parties, their equityholders and/or their AffiliatesObligors. Each Credit Party Obligor agrees that nothing in the Credit Documents any Loan Document, any Hedging Agreement with any Secured Hedging Provider or otherwise any Treasury Management Agreement will be deemed to create an advisory, fiduciary or agency relationship between Lenders and the Obligors, their partners or fiduciary or other implied duty between any Lender, on the one hand, their Affiliates. Each Obligor acknowledges and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree agrees that (a) the transactions with Lenders contemplated by the Credit Documents (including Loan Documents, the exercise of rights Hedging Agreements with Secured Hedging Providers and remedies hereunder and thereunder) the Treasury Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Partiesapplicable Obligors, on the other, and (b) 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, (ic) no Lender has assumed an advisory or a fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates 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 any Credit Party, its equityholders or its Affiliates Obligor on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (iid) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it such Obligor has consulted its own legal and financial advisors to the extent it has 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. Each Credit Party Obligor agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, Obligor in connection with the Loan Documents, any such transaction Hedging Agreement or any Treasury Management Agreement or the process leading thereto.. [SIGNATURES BEGIN NEXT PAGE] 103 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: Signature Page to Quantum Credit Agreement QRE MLP: QR ENERGY, LP By: QRE GP, LLC its General Partner By: Name: Title: Signature Page to Quantum Credit Agreement GENERAL PARTNER: QRE GP, LLC By: Name: Title: Signature Page to Quantum Credit Agreement ADMINISTRATIVE AGENT AND LENDER: WXXXX FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and a Lender By: Name: Title: Signature Page to Quantum Credit Agreement SYNDICATION AGENT AND LENDER: JPMORGAN CHASE BANK, N.A. as Syndication Agent and a Lender By: Name: Title: Signature Page to Quantum Credit Agreement ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Name of Lender Applicable Percentage Maximum Credit Amount JPMorgan Chase Bank, N.X. Xxxxx Fargo Bank, National Association Annex I-1 EXHIBIT A FORM OF NOTE $[ ] [ ], 201[ ] FOR VALUE RECEIVED, QRE OPERATING, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), at the office of Wxxxx Fargo Bank, National Association (the “Administrative Agent”), at [ ], the principal sum of [ ] Dollars ($[ ]) (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: EXHIBIT B FORM OF BORROWING REQUEST [ ], 201[ ] 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, Wxxxx 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:

No Fiduciary Duty. Each The Administrative Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrowers, their equityholders stockholders and/or their Affiliatesaffiliates. Each Credit Party Borrower agrees that nothing in the Credit Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrowers, its equityholders their stockholders or its Affiliatestheir affiliates, on the otherother hand. The Credit Parties parties hereto (other than the Collateral Administrator) acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the otherother hand, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit PartyBorrower, its equityholders 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 any Credit PartyBorrower, its equityholders stockholders or its Affiliates affiliates on other matters) or any other obligation to any Credit Party Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit PartyBorrower, its management, equityholders or stockholders, affiliates, creditors or any other Person. Each Credit Party Borrower acknowledges and agrees that it such Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any 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 such Credit PartyBorrower, in connection with any such transaction or the process leading thereto.. 151

No Fiduciary Duty. Each Agent, each the Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders 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 any Credit Party, its equityholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or equityholders, creditors or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction or the process leading thereto. 10.24.

No Fiduciary Duty. Each The Administrative Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their AffiliatesBorrower. Each Credit Party The Borrower acknowledges and agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and such Credit Partythe Borrower, its equityholders Affiliates or its Affiliates, on the otherstockholders. The Credit Parties acknowledge Borrower further acknowledges and agree agrees that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders 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 any Credit Party, its equityholders Affiliates or its Affiliates stockholders on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (ii) each Lender is acting solely as a principal and not as the agent or fiduciary of any Credit Party, its Affiliates, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such the Credit PartyParties, in connection with any such transaction or the process leading thereto.. [Remainder of page intentionally left blank] 81

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank The Company and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties Guarantor hereby acknowledge and agree that (a) the transactions contemplated by purchase and sale of the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are Notes pursuant to this Agreement is an arm’s-length commercial transactions transaction between the LendersCompany, on the one hand, and the Credit PartiesAgents and any affiliate through which they may be acting, on the other, and (b) the Agents are acting as principal and not as an agent (except as may occur under Section 3(a) hereof, which the parties acknowledge is solely a contractual obligation) or fiduciary of the Company or the Guarantor and (c) the Company’s engagement of the Agents in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates with respect to the transactions contemplated hereby (or by this Agreement is as independent contractors and not in any other capacity. Furthermore, each of the exercise of rights or remedies Company and the Guarantor agrees that it is solely responsible for making its own judgments in connection with respect thereto) or the process leading thereto offering (irrespective of whether any Lender of the Agents has advised, advised or is currently advising the Company or will advise any Credit Party, its equityholders the Guarantor on related or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person). Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to of the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions Company and the process leading thereto. Each Credit Party Guarantor agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has the Agents have rendered advisory services of any nature or respect, or owes owe an agency (except as may occur under Section 3(a) hereof, which the parties acknowledge is solely a contractual obligation) or fiduciary or similar duty to such Credit Partythe Company or the Guarantor, in connection with any such transaction the purchase and sale of the Notes pursuant to this Agreement or the process leading theretoto such purchase and sale. If the foregoing is in accordance with the Agents’ understanding of our agreement, please sign and return to the Company and the Guarantor counterparts hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Agents, the Company and the Guarantor in accordance with its terms. Very truly yours, XXXXX FARGO FINANCE LLC, as the Company By: /s/ Le Xxx Xxxxx Name: Le Xxx Xxxxx Title: Senior Vice President and Treasurer XXXXX FARGO & COMPANY, as the Guarantor By: /s/ Le Xxx Xxxxx Name: Le Xxx Xxxxx Title: Senior Vice President and Assistant Treasurer Accepted: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director EXHIBIT A AGENT Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 EXHIBIT B XXXXX FARGO FINANCE LLC Medium-Term Notes, Series A Fully and Unconditionally Guaranteed by Xxxxx Fargo & Company TERMS AGREEMENT , Xxxxx Fargo Finance LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Re: Distribution Agreement dated May 18, 2018 (the “Distribution Agreement”) This Terms Agreement is supplemental to the Distribution Agreement among the Company, the Guarantor and the Agents named therein. We agree to purchase[, severally and not jointly,]1 the [principal][face] amount of Notes set forth below opposite our name: Name [Principal][Face] Amount of Notes [NAME]............................................................. $ [Insert syndicate list]2........................................ Total................................................................... $ Agent Discount: $[ ], which is equal to [ ]% of the aggregate [principal][face] amount offered. Net Proceeds: $[ ], which is equal to [ ]% of the aggregate [principal][face] amount offered.

No Fiduciary Duty. Each Administrative Agent, each Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their AffiliatesAltria. Each Credit Party Altria agrees that nothing in the Credit Documents or otherwise this Agreement will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and such Credit PartyAltria, its equityholders stockholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders 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 any Credit Party, its equityholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party Altria further acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement and the process leading thereto. Each Credit Party Altria agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyAltria, in connection with any such transaction this Agreement or the process leading thereto. [Signature pages omitted.] EXHIBIT A - FORM OF NOTE Dated: _______________, 200_ U.S.$_________________ FOR VALUE RECEIVED, the undersigned, ALTRIA GROUP, INC., a Virginia corporation (the “Altria”), HEREBY PROMISES TO PAY to the order of __________ (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in the Bridge Loan Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Advances outstanding on the Termination Date made by the Lender to Altria pursuant to the 364-Day Bridge Loan Agreement, dated as of December 19, 2008 (as amended or modified from time to time, the “Bridge Loan Agreement;” the terms defined therein being used herein as therein defined) among Altria, the Lender and certain other Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Xxxxxxx Xxxxx Credit Partners L.P., as Administrative Agent, Citicorp North America, Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., Santander Investment Securities Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as Syndication Agents, and Citigroup Global Markets Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., Santander Investment Securities Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as Co-Arrangers, for the Lender and such other lenders. Altria promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rate, and payable at such times, as are specified in the Bridge Loan Agreement. Both principal and interest in respect of each Advance are payable in Dollars to JPMorgan Chase Bank, N.A., as Administrative Agent, for the account of the Lender at its office at JPMorgan Chase Bank, N.A., Account No. 9008113381H0301, Reference Altria, Attention: Xxxxx Xxxxxxx, in same day funds. Each Advance owing to the Lender by Altria pursuant to the Bridge Loan Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Bridge Loan Agreement. The Bridge Loan Agreement, among other things, (i) provides for the making of Advances by the Lender to Altria in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of Altria resulting from each such Advance being evidenced by the Bridge Loan Agreement and this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. ALTRIA GROUP, INC. By Name: Title: LOANS AND PAYMENTS OF PRINCIPAL Date Type of Advance Amount of Advance Interest Rate Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B - FORM OF NOTICE OF BORROWING [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Bridge Loan Agreement referred to below Attention: _______________ Ladies and Gentlemen: ALTRIA GROUP, INC., refers to the 364-Day Bridge Loan Agreement, dated as of December 19, 2008 (as amended or modified from time to time, the “Bridge Loan Agreement”, the terms defined therein being used herein as therein defined), among Altria Group, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Xxxxxxx Xxxxx Credit Partners L.P., as Administrative Agent, Citicorp North America, Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., Santander Investment Securities Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as Syndication Agents, and Citigroup Global Markets Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., Santander Investment Securities Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as Co-Arrangers, for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Bridge Loan Agreement that the undersigned hereby requests a Borrowing under the Bridge Loan Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Bridge Loan Agreement:

No Fiduciary Duty. Each Agent, each Lender, each Arranger, each Lender, each Issuing Bank 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 Credit Partieseach Borrower, their equityholders its stockholders and/or their its Affiliates. Each Credit Party Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or 184 other implied duty between any Lender, on the one hand, and such Credit PartyBorrower, its equityholders stockholders or its Affiliates, on the other. The Credit Loan Parties acknowledge and agree that (ax) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrowers, on the other, and (by) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit PartyBorrower, its equityholders 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 any Credit PartyBorrower, its equityholders stockholders or its Affiliates on other matters) or any other obligation to any Credit Party Borrower except the obligations expressly set forth in the Credit Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit PartyBorrower, its management, equityholders or stockholders, creditors or any other Person. Each Credit Party Borrower acknowledges and agrees that it such Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Borrower agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyBorrower, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Wendy’s Parties acknowledge and agree that (a) the transactions contemplated by purchase and sale of the Credit Documents (Offered Notes pursuant to this Agreement, including the exercise determination of rights the offering price of the Offered Notes and remedies hereunder any related discounts and thereunder) are commissions, is an arm’s-length commercial transactions transaction between the LendersWendy’s Parties, on the one hand, and the Credit Partiesseveral Initial Purchasers, on the otherother hand, and (b) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser is and has, and their respective representatives are and have, been acting solely as a principal and is not the agent or fiduciary of any Xxxxx’s Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (ic) no Lender Initial Purchaser or any of their respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates Xxxxx’s Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether such Initial Purchaser or any Lender of its representative has advised, advised or is currently advising the Wendy’s Parties or will advise any Credit Party, its equityholders or its Affiliates of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any other obligation to any Credit Party the Wendy’s Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Wendy’s Parties, (e) any duties and obligations that the Initial Purchasers may have to the Wendy’s Parties shall be limited to those duties and obligations specifically stated herein, and (iif) each Lender is acting solely as principal the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of any Credit PartyWendy’s Parties have consulted their own respective legal, its managementaccounting, equityholders or creditors or any other Person. Each Credit Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has they deemed appropriate and appropriate. The Xxxxx’s Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction or the process leading theretoOffered Notes.

No Fiduciary Duty. Each The Administrative Agent, each Arrangerthe Arrangers, each Lender, Lender and each Issuing Bank and of their respective Affiliates and each of their respective officers, directors, controlling persons, employees, agents and advisors (collectively, solely for purposes of this paragraphSection 8.15, the “Lenders”) may have economic be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that conflict with differ from those the Borrower and its Affiliates, and none of the Credit Parties, their equityholders and/or their Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. Each Credit Party The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and such Credit Partythe Borrower, its equityholders stockholders or its Affiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (bii) 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, (iiii) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its equityholders or its Affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise any Credit Party, its equityholders or its Affiliates the Borrower on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Loan Documents and (iiiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it has 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. Each Credit Party The Borrower agrees that it will not assertclaim, and hereby waives and releases any claim to the maximum fullest extent permitted by applicable law, any claim that any Lender (x) has rendered advisory services of any nature or respect, (y) has committed a breach of agency, fiduciary or similar duty, or (z) owes a duty of agency, fiduciary or similar duty to such Credit Partythe Borrower, in each case in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. Each AgentThe Company and the Investment Adviser acknowledge and agree that in connection with this offering, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) may have economic interests that conflict with those sale of the Credit Parties, their equityholders and/or their Affiliates. Each Credit Party agrees that nothing in MMP Shares or any other services the Credit Documents or otherwise will Underwriters may be deemed to create an advisorybe providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its equityholders or its Affiliates, on the other. The Credit Parties acknowledge and agree that (a) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersCompany, the Investment Adviser and any other person, on the one hand, and the Credit PartiesUnderwriters, on the other, and exists; (bii) in connection therewith and with the process leading theretoUnderwriters are not acting as advisors, (i) no Lender has assumed an advisory expert or fiduciary responsibility in favor of any Credit Partyotherwise, its equityholders to either the Company or its Affiliates the Investment Adviser, including, without limitation, with respect to the transactions contemplated hereby determination of the public offering price of the MMP Shares, and such relationship between the Company and the Investment Adviser, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company or the exercise Investment Adviser shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of rights or remedies with respect thereto) the Company and the Investment Adviser. The Company and the Investment Adviser hereby waive any claims that the Company or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its equityholders or its Affiliates on other matters) or any other obligation to any Credit Party except Investment Adviser may have against the obligations expressly set forth in the Credit Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, equityholders or creditors or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment Underwriters with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with any such transaction or this offering. If the process leading thereto.foregoing correctly sets forth the agreement among the Company, the Investment Adviser and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, TORTOISE ENERGY INFRASTRUCTURE CORPORATION By: Name: Title: TORTOISE CAPITAL ADVISORS LLC By: Name: Title: Accepted: _________________________________ [ ] By: __________________________________ By: Name: Authorized Representative SCHEDULE I Name of Underwriter Number of MMP Shares, Series D SCHEDULE II Tortoise Energy Infrastructure Corporation Series __ Money Market Cumulative Preferred (MMP®) Shares Form of Final Term Sheet [SCHEDULE III Rule 482 Statement]

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

No Fiduciary Duty. Each The Administrative Agent, each Arrangerthe Syndication Agents, the Joint Lead Arrangers, the Joint Bookrunning Managers, each Lender, each Issuing Bank Lender and their respective Affiliates affiliates (collectively, solely for purposes of this paragraph, the “Lenders”) ), may have economic interests that conflict with those of the Credit PartiesBorrowers, their equityholders stockholders and/or their Affiliatesits affiliates. Each Credit Party Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Partythe Borrowers, its equityholders their stockholders or its Affiliatesaffiliates, on the other. The Credit Parties Holdings and the Borrowers each acknowledge and agree that (ai) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrowers, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory CREDIT AGREEMENT JOHNSONDIVERSEY, INC. or fiduciary responsibility in favor of any Credit PartyBorrowers, its equityholders their 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 any Credit Partythe Borrowers, its equityholders their stockholders or its Affiliates their affiliates on other matters) or any other obligation to any Credit Party Borrowers except the obligations expressly set forth in the Credit Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrowers, its their management, equityholders or stockholders, creditors or any other Person. Each Credit Party acknowledges Holdings and agrees each Borrower acknowledge and agree that it Holdings and each Borrower has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees Holdings and each Borrower agree that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyHoldings or any Borrower, in connection with any such transaction or the process leading thereto.

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