Common use of No Fiduciary Duty Clause in Contracts

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each and each Credit Party acknowledges and agrees that (a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Affiliated Parties and such each Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) 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 Affiliated Parties, on the one hand, and the each Credit PartiesParty, on the other, and ; (iic) in connection therewith and with the process leading theretoto such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person; (xd) no none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and Documents; (ye) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each ; and (g) no Credit Party agrees that it will not claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersBanks”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. Each Credit Loan Party agrees that nothing in neither the Credit Loan Documents or otherwise nor any transactions contemplated by the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Banks and the Loan Parties, on the one hand, and such Credit Party, its their stockholders or its affiliates, on the othertheir Affiliates. The Credit Parties acknowledge Each Loan Party acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBanks, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith with any transactions contemplated by the Loan Documents and with the process leading theretoto such transaction, each of the Banks is acting solely as a principal and not the agent or fiduciary of any Loan Party or its management, stockholders, creditors or any other Person, (xiii) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Loan Party with respect to the any transactions contemplated hereby (or by the exercise of rights or remedies with respect thereto) Loan Documents or the process leading thereto (irrespective of whether any Lender Bank or any of its Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates such Loan Party on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it such Loan Party deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment judgments with respect to such any transactions contemplated by the Loan Documents and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction any transactions contemplated by the Loan Documents or the process leading thereto.

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

No Fiduciary Duty. Each The Administrative Agent, the Collateral Agent, each Co-Syndication Agent, each Co-Documentation Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.13, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Loan Parties, their respective stockholders and/or their affiliatesrespective Affiliates. Each Credit Loan Party agrees that nothing in this Agreement, any of the Credit other Loan Documents or otherwise any of the transactions contemplated hereby or thereby (or the process leading thereto) 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 Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including including, without limitation, the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Loan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that (A) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the negotiation, execution and delivery of this Agreement and the other Loan Documents, the transactions contemplated by the Loan Documents and the process leading thereto, and (B) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arrangers, the Agents, the Issuing Lender and the Lenders or among the Borrower and any of the foregoing. Each Credit Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto. To the fullest extent permitted by law, each Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Collateral Agent and each of the Lenders with respect to any breach or alleged breach of advisory or fiduciary duty in connection with any aspect of any transaction contemplated hereby. The Administrative Agent, the Collateral Agent and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, other and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender Lender, and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders equity holders 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 stockholders equity holders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders equity 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, the Issuing Bank, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each and each Credit Party acknowledges and agrees that (a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Affiliated Parties and such each Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) 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 Affiliated Parties, on the one hand, and the each Credit PartiesParty, on the other, and ; (iic) in connection therewith and with the process leading theretoto such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person; (xd) no none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and Documents; (ye) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each ; and (g) no Credit Party agrees that it will not claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders equity holders 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 stockholders equity holders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders equity 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders equity holders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 12.21, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their respective 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 any Credit Party, its respective stockholders or its respective affiliates, on the other. The Credit Parties acknowledge and agree that that: (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the each Credit PartiesParty, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its respective stockholders or its respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any such Credit Party, its respective management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. [Remainder of page intentionally left blank]

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees 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 Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (ia) 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 Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Transaction Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 13.21, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their respective 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 any Credit Party, its respective stockholders or its respective affiliates, on the other. The Credit Parties acknowledge and agree that that: (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the each Credit PartiesParty, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its respective stockholders or its respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of any such Credit Party, its respective management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their respective 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 any Credit Party, its respective stockholders or its respective affiliates, on the other. The Credit Parties acknowledge and agree that that: (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the each Credit PartiesParty, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its respective stockholders or its respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any such Credit Party, its respective management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each The Administrative Agent, each Lender the Arrangers and the 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 Parties, their stockholders and/or their affiliatesBorrower and its Affiliates. Each Credit Party The Borrower agrees that nothing in the Agreement or the 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 Party, the Borrower or any of its stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by this Agreement and the other Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit PartiesBorrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders the Borrower or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Party, its stockholders the Borrower 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 (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, stockholders Affiliates or creditorsany other Person. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. Each Credit Party The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or agency duty or similar duty to such Credit Partythe Borrower, in connection with such transaction the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. Each Agent, each Letter of Credit Issuer, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each The Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 10.21, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders members and/or their affiliates. 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, on the one hand, and such Credit Partythe Loan Parties, its stockholders their members or its their affiliates, on the other. The Credit Parties acknowledge Each Loan Party acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Loan Parties, its stockholders their members 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 Loan Parties, its stockholders their members or its their Affiliates on other matters) or any other obligation to any Credit Party the Loan Parties except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Loan Parties, its their management, stockholders members, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Loan Parties, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliatesAffiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliatesAffiliates. 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 LenderLender Party, on the one hand, and such Credit Loan Party, its stockholders equity holders or its affiliatesAffiliates, on the otherother hand. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Loan Parties, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders equity holders 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 Loan Party, its stockholders equity holders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders equity holders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction transactions or the process leading thereto.

No Fiduciary Duty. Each Lead Arranger, Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, other and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees To the fullest extent permitted by law, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it will not claim that may have against the Administrative Agent, the Agents and the Lenders with respect to any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such any aspect of any transaction or the process leading theretocontemplated hereby.

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction the financing transactions provided for herein or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (iib) in connection therewith and with the process leading theretoto such transaction each Lender is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person and (xc) other than as set forth below, no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditorsDocuments. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliatesAffiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto. [The remainder of this page has been left blank intentionally.]

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 LenderLender in such capacity, on the one hand, and such Credit Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender in such capacity has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender in such capacity is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, 191 and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. 106

No Fiduciary Duty. Each Agent, each Arranger, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. 150

No Fiduciary Duty. Each Agent, each Lender the Arrangers and the 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 Parties, Borrowers and their stockholders and/or their affiliatesrespective Affiliates. Each Credit Party Borrower agrees that nothing in the Agreement or the 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 Party, Borrower or any of its stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge Each Borrower acknowledges and agree agrees that (i) the transactions contemplated by this Agreement and the other Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit PartiesBorrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders Borrower 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 Party has advised, is currently advising or will advise any Credit Party, its stockholders Borrower 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 (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowers, their respective Affiliates or any Credit Party, its management, stockholders or creditorsother Person. Each Credit Party Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. Each Credit Party Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or agency duty or similar duty to such Credit PartyBorrower, in connection with such transaction the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender the Arrangers and the 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 Parties, their stockholders and/or their affiliatesBorrower and its Affiliates. Each Credit Party The Borrower agrees that nothing in the Agreement or the 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 Party, the Borrower or any of its stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by this Agreement and the other Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit PartiesBorrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders the Borrower 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 Party has advised, is currently advising or will advise any Credit Party, its stockholders the Borrower 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 (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, their respective Affiliates or any Credit Party, its management, stockholders or creditorsother Person. Each Credit Party The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. Each Credit Party The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or agency duty or similar duty to such Credit Partythe Borrower, in connection with such transaction the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliatesAffiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders or creditors. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto. Furthermore, Xxxxxxx Xxxxx (or one of its Affiliates) has been retained by US Holdings in connection with the Acquisition. Each Credit Party, each Agent and each Lender and their respective Affiliates agrees to such retention and further agrees not to assert any claim that may be alleged based on any actual or potential conflicts of interest that may be asserted to arise or result from, on the one hand, Xxxxxxx Sachs in its capacity as an advisor in connection with the Acquisition, and, on the other hand, Xxxxxxx Xxxxx acting in its capacity as Arranger, Administrative Agent, Collateral Agent and a Lender hereunder.

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERS: BRANDYWINE REALTY TRUST, a Maryland real estate investment trust By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: Brandywine Realty Trust, a Maryland real estate investment trust, its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders equity holders 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 stockholders equity holders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders equity 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders equity holders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesrespective 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender Xxxxxx and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees 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 Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (ia) 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 Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Transaction Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders equity holders and/or their affiliates. 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, on the one hand, and such Credit Loan Party, its stockholders equity holders or its affiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders equity holders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders equity holders or creditors. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory 170 services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliatesAffiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 PartyBorrower, its stockholders or and/or its affiliates, on the other. The Credit Parties parties hereto acknowledge and agree that (i) the transactions contemplated by the Credit Documents 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 (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Partythe Borrower, its 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 credit documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, stockholders stockholders, creditors or creditorsany 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 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 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 such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender Lender, and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders equity holders 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 stockholders equity holders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders equity 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party 101 WEIL:\96958663\10\71605.0155 agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. Each of the parties hereto has caused a counterpart of this Third Amended and Restated Revolving Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERS: BRANDYWINE REALTY TRUST, a Maryland real estate investment trust By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: Brandywine Realty Trust, a Maryland real estate investment trust, its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer LENDERS: JPMORGAN CHASE BANK, N.A., Individually and as Administrative Agent By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Executive Director BANK OF AMERICA, N.A., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President CITICORP NORTH AMERICA, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director CITIZENS BANK OF PENNSYLVANIA By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Assistant Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxx-Xxxxxxx Name: Xxxxx X. Xxxxx-Xxxxxxx Title: Senior Vice President ROYAL BANK OF CANADA By: /s/ G. Xxxxx Xxxx Name: G. Xxxxx Xxxx Title: Authorized Signatory XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ D. Xxxxx Xxxxxxx Name: D. Xxxxx Xxxxxxx Title: Director REGIONS BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director TD BANK, N.A. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President THE BANK OF NEW YORK MELLON By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President UNION BANK, N.A. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President COMPASS BANK, An Alabama banking corporation By: /s/ S. Xxxx Xxxxxx Name: S. Xxxx Xxxxxx Title: Senior Vice President BANK OF MONTREAL By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director COMERICA BANK By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SOVEREIGN BANK By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxxx X. Page Name: Xxxxx X. Page Title: Senior Vice President THE HUNTINGTON NATIONAL BANK By: /s/ Xxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Vice President XXXXXXX XXXXX BANK USA By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. 178

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 Lender, on the one hand, Lender Parties and such Credit Partythe Borrower, its stockholders or its affiliates, on the other. The Credit Parties You acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit PartiesBorrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, advised or is currently advising or will advise any Credit Party, its stockholders 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 (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partythe Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Letter of Credit Issuer, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit PartiesCompany, their its stockholders and/or their its affiliates. Each Credit Party Company agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Credit PartyCompany, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit PartiesCompany, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit PartyCompany, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit PartyCompany, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party Company except the obligations expressly set forth in the Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit PartyCompany, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party Company acknowledges and agrees that it Company has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Company agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyCompany, in connection with such transaction or the process leading thereto.. 117

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 PartyBorrower, its stockholders or and/or its affiliates, on the other. The Credit Parties parties hereto acknowledge and agree that (i) the transactions contemplated by the Credit Documents 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 (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Partythe Borrower, its 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 credit documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, stockholders stockholders, creditors or creditorsany 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 deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each 90 AESC Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.Agreement

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliatesAffiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender CIBC and their its Affiliates (collectively, solely for purposes of this paragraph, the “LendersCIBC Parties”), may have economic interests that conflict with those of the Credit PartiesCompany, their stockholders its Affiliates and/or their affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Company Parties”). Each Credit Party The Company agrees that nothing in the Credit Documents this Agreement or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any LenderCIBC Party, on the one hand, and such Credit any Company Party, its stockholders or its affiliates, on the other. The Credit CIBC Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Documents this Agreement (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersCIBC Parties, on the one hand, and the Credit PartiesCompany, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender CIBC Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Company 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 CIBC Party has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates Company Party on other matters) or any other obligation to any Credit Company Party except the obligations expressly set forth in the Credit Documents this Agreement and (yii) each Lender CIBC Party is acting solely as principal and not as the agent or fiduciary of any Credit Company Party, its management, stockholders or creditors. Each Credit Party The Company acknowledges and agrees that it the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Company agrees that it will not claim that any Lender CIBC Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit any Company Party, in connection with such transaction or the process leading thereto.. EXECUTED as of the day first written above. PPL ENERGY SUPPLY, LLC By: Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY By: Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY By: Name: Title: Schedule 6.11 Restricted Subsidiaries1 Restricted Subsidiary Jurisdiction of Organization PPL Generation, LLC Delaware PPL Montana Holdings, LLC Delaware PPL Montana, LLC Delaware PPL Martins Creek, LLC Delaware PPL Xxxxxxx Island, LLC Delaware PPL Montour, LLC Delaware PPL Susquehanna, LLC Delaware PPL Holtwood, LLC Delaware PPL EnergyPlus, LLC Pennsylvania PPL Investment Corporation Delaware

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “"Lenders”"), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Xxxxxx has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphSection 10.23, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of 208 any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersBanks”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. Each Credit Loan Party agrees that nothing in neither the Credit Loan Documents or otherwise nor any transactions contemplated by the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Banks and the Loan Parties, on the one hand, and such Credit Party, its their stockholders or its affiliates, on the othertheir Affiliates. The Credit Parties acknowledge Each Loan Party acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBanks, on the one hand, and the Credit Loan Parties, on the other, and (ii) in 115 connection therewith with any transactions contemplated by the Loan Documents and with the process leading theretoto such transaction, each of the Banks is acting solely as a principal and not the agent or fiduciary of any Loan Party or its management, stockholders, creditors or any other Person, (xiii) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Loan Party with respect to the any transactions contemplated hereby (or by the exercise of rights or remedies with respect thereto) Loan Documents or the process leading thereto (irrespective of whether any Lender Bank or any of its Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates such Loan Party on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it such Loan Party deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment judgments with respect to such any transactions contemplated by the Loan Documents and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction any transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. To the fullest extent permitted by law, each Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Collateral Agent and each of the Lenders with respect to any breach or alleged breach of advisory or fiduciary duty in connection with any aspect of any transaction contemplated hereby. The Administrative Agent, the Collateral Agent and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. 128

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

No Fiduciary Duty. Each Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender CIBC and their its Affiliates (collectively, solely for purposes of this paragraph, the “LendersCIBC Parties”), may have economic interests that conflict with those of the Credit PartiesCompany, their stockholders its Affiliates and/or their affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Company Parties”). Each Credit Party The Company agrees that nothing in the Credit Documents this Agreement or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any LenderCIBC Party, on the one hand, and such Credit any Company Party, its stockholders or its affiliates, on the other. The Credit CIBC Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Documents this Agreement (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersCIBC Parties, on the one hand, and the Credit PartiesCompany, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender CIBC Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Company 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 CIBC Party has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates Company Party on other matters) or any other obligation to any Credit Company Party except the obligations expressly set forth in the Credit Documents this Agreement and (yii) each Lender CIBC Party is acting solely as principal and not as the agent or fiduciary of any Credit Company Party, its management, stockholders or creditors. Each Credit Party The Company acknowledges and agrees that it the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party The Company agrees that it will not claim that any Lender CIBC Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit any Company Party, in connection with such transaction or the process leading thereto.. EXECUTED as of the day first written above. PPL ENERGY SUPPLY, LLC By:____________________________________ Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY By:____________________________________ Name: Title: Schedule 6.111 Restricted Subsidiaries Restricted Subsidiary Jurisdiction of Organization PPL Generation, LLC Delaware PPL Montana Holdings, LLC Delaware PPL Montana, LLC Delaware PPL Martins Creek, LLC Delaware PPL Xxxxxxx Island, LLC Delaware PPL Montour, LLC Delaware PPL Susquehanna, LLC Delaware PPL Holtwood, LLC Delaware PPL EnergyPlus, LLC Pennsylvania PPL Investment Corporation Delaware _____________________________

No Fiduciary Duty. Each Agent, Agent each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Credit Parties, their stockholders equityholders and/or their affiliatesAffiliates. 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 stockholders equityholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders equityholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders 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 (yii) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders equityholders, creditors or creditorsany 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.. 156

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the each Credit Parties, their stockholders and/or their affiliatesParty. 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, Lenders and such each Credit Party, its stockholders or its affiliates, on the other. The Each Credit Parties acknowledge Party acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the each Credit PartiesParty, on the other, and (iib) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of each Credit Party, its management, stockholders, creditors or any other person, (xc) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Credit Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each AgentIn connection with all aspects of each transaction contemplated by this Agreement, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 handBorrowers and Group acknowledges and agrees, and such Credit Partyacknowledges the other Loan Parties’ understanding, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions each transaction contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are this Agreement is an arm’s-length commercial transactions transaction, between the LendersLoan Parties, on the one hand, and the Credit PartiesAgents and the Lenders, on the otherother hand, and (ii) in connection therewith with each such transaction and with the process leading thereto, the Agent and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (xiii) no Agent or Lender has assumed will assume an advisory or fiduciary responsibility in favor of the Borrowers or any Credit Party, its stockholders or its affiliates of their respective Affiliates 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 Agent or any Lender has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Loan Party on other matters) and no Agent or Lender will have any other obligation to any Credit Loan Party or any of its Affiliates with respect to the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) each Agent and Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Documents Loan Parties and their affiliates, and (yv) each no Agent or Lender is acting solely as principal has provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and not as the agent or fiduciary of any Credit PartyLoan Parties have consulted and will consult their own legal, its managementaccounting, stockholders or creditors. Each Credit Party acknowledges regulatory, and agrees that it has consulted its own legal and financial tax advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions they deem appropriate. The matters set forth in this Agreement and the process leading theretoother Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Agents and the Lenders, on the other hand. Each Credit of the Borrowers and Group agree that no Loan Party agrees that it will not claim shall assert any claims that any Loan Party may have against the Agent or any Lender has rendered advisory services based on any breach or alleged breach of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading theretoduty.

No Fiduciary Duty. Each Agent, each Lender, each Issuing Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each and each Credit Party acknowledges and agrees that (a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Affiliated Parties and such each Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) 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 Affiliated Parties, on the one hand, and the each Credit PartiesParty, on the other, and ; (iic) in connection therewith and with the process leading theretoto such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person; (xd) no none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and Documents; (ye) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each ; and (g) no Credit Party agrees that it will not claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesAffiliates. 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 stockholders or its affiliatesAffiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWERS: BRANDYWINE REALTY TRUST, a Maryland real estate investment trust By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: Brandywine Realty Trust, a Maryland real estate investment trust, its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer [Signature pages continue on following page] PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender By: /s/ Xxxxx X. Xxxxx-Xxxxxxx Name: Xxxxx X. Xxxxx-Xxxxxxx Title: Senior Vice President [Signature pages continue on following page] CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx, Xx. Title: Vice President [Signature pages continue on following page] REGIONS BANK, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director [Signature pages continue on following page] FIRST NIAGARA BANK, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President [Signature pages continue on following page] THE HUNTINGTON NATIONAL BANK, a national banking association, as a Lender By: /s/ Xxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Vice President [Signature pages continue on following page] BANK OF MONTREAL, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees 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 Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (ia) 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 Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Transaction Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. 123

No Fiduciary Duty. Each Agent, each Issuing Bank, and Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliatesany Loan Party and its Affiliates. Each Credit Party agrees The Loan Parties 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 Agent, Issuing Bank, or Lender, on the one hand, and such Credit Party, any Loan Party and its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenderseach Agent, Issuing Bank, and Lender, on the one hand, and the Credit Partieseach Loan Party, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Agent, Issuing Bank, or Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, Loan Party and its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Agent, Issuing Bank, or Lender has advised, is currently advising or will advise any Credit Party, its stockholders Loan Party or any of its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yii) each Agent, Issuing Bank, and Lender is acting solely as principal and not as the agent or fiduciary of any Credit each Loan Party, its management, stockholders stockholders, creditors or creditorsany Affiliates thereof. Each Credit Loan Party 202 acknowledges and agrees that it each Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. Each Credit Party Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Partyany Borrower, in connection with such the transaction contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory 171 services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), ) may have economic interests that conflict with those of the Credit Parties, their stockholders 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 LenderLender Party, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 LenderLender Party, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, the Issuing Bank, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. Each Credit Party agrees The Loan Parties 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 and the Loan Parties, their stockholders or their affiliates. The Borrower, on behalf of itself and the one handother Loan Parties, acknowledges and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person, (xiii) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Loan Party on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower, on behalf of itself 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 The Borrower, on behalf of itself and the other Loan Parties, agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit any Loan Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees 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 Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Transaction 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 Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Transaction Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Issuing Bank, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each and each Credit Party acknowledges and agrees that (a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Affiliated Parties and such each Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) 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 Affiliated Parties, on the one hand, and the each Credit PartiesParty, on the other, and ; (iic) in connection therewith and with the process leading theretoto such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person; (xd) no none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and Documents; (ye) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each ; and (g) no Credit Party agrees that it will not claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, the Collateral Agent, each Co-Syndication Agent, each Co-Documentation Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.13, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Loan Parties, their respective stockholders and/or their affiliatesrespective Affiliates. Each Credit Loan Party agrees that nothing in this Agreement, any of the Credit other Loan Documents or otherwise any of the transactions contemplated hereby or thereby (or the process leading thereto) 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 Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including including, without limitation, the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Loan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its 119 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 Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that (A) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the negotiation, execution and delivery of this Agreement and the other Loan Documents, the transactions contemplated by the Loan Documents and the process leading thereto, and (B) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arrangers, the Agents, the Issuing Lender and the Lenders or among the Borrower and any of the foregoing. Each Credit Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their 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 Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit PartyBorrower, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany 122 other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, the Collateral Agent, each Co-Syndication Agent, each Co-Documentation Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.13, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Loan Parties, their respective stockholders and/or their affiliatesrespective Affiliates. Each Credit Loan Party agrees that nothing in this Agreement, any of the Credit other Loan Documents or otherwise any of the transactions contemplated hereby or thereby (or the process leading thereto) 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 Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including including, without limitation, the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Loan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that (A) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the negotiation, execution and delivery of this Agreement and the other Loan Documents, the transactions contemplated by the Loan Documents and the process leading thereto, and (B) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arrangers, the Agents, the Issuing Lender and the Lenders or among the Borrower and any of the foregoing. Each Credit Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.. 138

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

No Fiduciary Duty. Each The Administrative Agent, the Collateral Agent, each Co-Syndication Agent, the Documentation Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.13, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Loan Parties, their respective stockholders and/or their affiliatesrespective Affiliates. Each Credit Loan Party agrees that nothing in this Agreement, any of the Credit other Loan Documents or otherwise any of the transactions contemplated hereby or thereby (or the process leading thereto) 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 Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including including, without limitation, the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Loan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Loan Party, its 112 stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that (A) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the negotiation, execution and delivery of this Agreement and the other Loan Documents, the transactions contemplated by the Loan Documents and the process leading thereto, and (B) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arrangers, the Agents, the Issuing Lender and the Lenders or among the Borrower and any of the foregoing. Each Credit Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their respective affiliates. 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, on the one hand, and such Credit any Loan Party, its respective stockholders or its respective affiliates, on the other. The Credit Loan Parties acknowledge and agree that that: (i) the transactions transaction contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions transaction between the Lenders, on the one hand, and the Credit Partieseach Loan Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its respective stockholders or its respective affiliates with respect to the transactions transaction 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit such Loan Party, its respective management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions transaction and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. 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, on the one hand, and such Credit Loan Party, its stockholders or its affiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, other and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.. 139

No Fiduciary Duty. Each Agent, each Lender 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 Loan Parties, their stockholders and/or their affiliatesAffiliates. 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 Lenderof the Lenders, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender none of the Lenders has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any such Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders equity holders 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 stockholders equity holders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders equity 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders equity holders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Arranger, each Lender Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their respective affiliates. 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 LenderLender or Issuing Bank, on the one hand, and such Credit Loan Party, its respective stockholders or its respective affiliates, on the other. The Credit Parties acknowledge Each Loan Party acknowledges and agree that agrees that: (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLenders and Issuing Banks, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender or Issuing Bank, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its respective stockholders or its respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or Issuing Bank has advised, is currently advising or will advise any Credit Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender and each Issuing Bank, in its respective capacity as such, is acting solely as principal and not as the agent or fiduciary of any Credit such Loan Party, its respective management, stockholders stockholders, creditors or creditorsany 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 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 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 such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender and their its respective Affiliates (collectively, solely for purposes of this paragraphSection 12.18, the “Lenders”), ) may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. Each Credit Loan Party agrees that nothing in the Credit Documents any Loan Document, any Secured Hedging Agreement or otherwise any Secured Treasury Management Agreement will be deemed to create an advisory, fiduciary or agency relationship between the Lenders and the Loan Parties, their partners or fiduciary or other implied duty between any Lender, on the one hand, their Affiliates. Each Loan Party acknowledges and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree agrees that (ia) the transactions with the Lenders contemplated by the Credit Documents (including Loan Documents, the exercise of rights Secured Hedging Agreements and remedies hereunder and thereunder) the Secured Treasury Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit applicable Loan Parties, on the other, and (iib) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the agent or fiduciary of any Loan Party, or of any Loan Party’s management, partners, creditors or other Affiliates, (xc) no Lender has assumed an advisory or a fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Loan Party with respect to the transactions with Lenders contemplated hereby (by the Loan Documents, any Secured Hedging Agreement or the exercise of rights or remedies with respect thereto) any Secured Treasury Management Agreement 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 stockholders or its Affiliates Loan Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it such Person has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, Person in connection with such transaction the Loan Documents, any Secured Hedging Agreement or any Secured Treasury Management Agreement or the process leading thereto.. [SIGNATURES BEGIN NEXT PAGE] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: ENERGY PARTNERS, LTD. By: /s/ Xxxxxxx X. Xxxx Name: X. X. Xxxx Title: Senior Vice President, Chief Financial Officer and Treasurer Signature Page to Credit Agreement ADMINISTRATIVE AGENT: BANK OF MONTREAL as Administrative Agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director Signature Page to Credit Agreement LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director Signature Page to Credit Agreement CAPITAL ONE, N.A. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President Signature Page to Credit Agreement NATIXIS, S.A. By: /s/ Liana Tchernysheva Liana Tchernysheva Director By: /s/ Xxxxx X. Xxxxxxx, III Xxxxx X. Xxxxxxx, III Managing Director Signature Page to Credit Agreement REGIONS BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President Signature Page to Credit Agreement THE BANK OF NOVA SCOTIA By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director Signature Page to Credit Agreement IBERIABANK By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Assistant Vice President ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Name of Lender Applicable Percentage Maximum Credit Amount Bank of Montreal 20.0000 % $ 50,000,000.00 Capital One, N.A. 17.3333 % $ 43,333,333.33 Natixis 17.3333 % $ 43,333,333.33 Regions Bank 17.3333 % $ 43,333,333.33 The Bank of Nova Scotia 17.3333 % $ 43,333,333.33 Iberiabank 10.6667 % $ 26,666,666.67 TOTAL 100.00 % $ 250,000,000

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders 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 stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its 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 (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. [Remainder of page intentionally left blank] 117