Common use of Absence of Fiduciary Relationship; Affiliates; Etc Clause in Contracts

Absence of Fiduciary Relationship; Affiliates; Etc. As you know, each Commitment Party, together with its respective affiliates (each collectively, a “Commitment Party Group”), is a full service financial services firm engaged, either directly or through affiliates, in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, each Commitment Party Group may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of the Company or the Merger Party, as well as of other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by this Commitment Letter, (ii) be customers or competitors of the Company or the Merger Party, or (iii) have other relationships with either of you. In addition, each Commitment Party Group may provide investment banking, underwriting and financial advisory services to such other entities and persons. Each Commitment Party Group may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company, the Merger Party or such other entities. The transactions contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although each Commitment Party Group in the course of such other activities and relationships may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the transactions contemplated by this Commitment Letter, no Commitment Party Group shall have any obligation to disclose such information, or the fact that such Commitment Party Group is in possession of such information, to the Company or the Merger Party or to use such information on the Company’s or the Merger Party’s behalf. Consistent with their respective policies to hold in confidence the affairs of its customers, no Commitment Party Group will furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any of its other customers. Furthermore, you acknowledge that no Commitment Party Group and none of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person. Each Commitment Party Group may have economic interests that conflict with yours, or your respective equity holders and/or affiliates. You agree that each Commitment Party Group will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Commitment Party Group and the Company or the Merger Party or your respective equity holders or affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Fee Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Commitment Party Groups, on the one hand, and the Company, on the other, and in connection therewith and with the process leading thereto, (i) no Commitment Party Group has assumed (A) an advisory or fiduciary responsibility in favor of the Company or the Merger Party or your respective equity holders or affiliates with Company or the Merger Party or your respective equity holders or affiliates with respect to the financing transactions contemplated hereby, or in each case, the exercise of rights or remedies with respect thereto or the process leading thereto (irrespective of whether such Commitment Party has advised, is currently advising or will advise the Company, its equity holders or its affiliates on other matters) or any other obligation to the Company or the Merger Party except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) each Commitment Party Group is acting solely as a principal and not as the agent or fiduciary of the Company, its management, equity holders, affiliates, creditors or any other person. Each of you acknowledge and agree that you have consulted your own legal and financial advisors to the extent you deemed appropriate and that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You each agree that you will not claim that any Commitment Party Group has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Merger Party, in connection with such transactions or the process leading thereto. Without limiting any other provision of this Section 8, the Company and the Merger Party (i) expressly agree that this Commitment Letter and the Fee Letter are being addressed to each of you solely at your mutual request, (ii) acknowledge that circumstances may arise where the interests of the Company and the Merger Party hereunder and/or under the Fee Letter are adverse to one another and (iii) agree not to assert any claim that you might allege based on any actual or potential conflict arising from the fact that both of you are parties to this Commitment Letter and the Fee Letter including, but not limited to, any such claim arising or resulting from the separate retention by either of the Company or the Merger Party of any Commitment Party or any affiliate thereof as an advisor in connection with the Merger and such Commitment Party’s or such affiliate’s commitments, agreements and acts under this Commitment Letter. In addition, each Commitment Party may employ the services of its affiliates in providing services and/or performing their obligations hereunder and may exchange with such affiliates information concerning the Company, the Merger Party and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to the Commitment Parties hereunder. In addition, please note that the Commitment Parties do not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, each of the Company and the Merger Party (and each employee, representative or other agent of the Company and the Merger Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Senior Facilities and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.

Absence of Fiduciary Relationship; Affiliates; Etc. As you know, each Commitment Party, the Initial Financing Parties (together with its their respective affiliates (each collectivelyaffiliates, a the “Commitment Party GroupAffiliated Parties”), is a ) are full service financial services firm institutions engaged, either directly or through their respective affiliates, in various a broad array of activities, including securities commercial and investment banking, financial advisory, market making and trading, investment banking management (both public and financial advisoryprivate investing), investment managementresearch, principal investment, financial planning, benefits counseling, risk management, hedging, financing financing, brokerage and brokerage other financial and non-financial activities and financial planning and benefits counseling for both companies and individualsservices globally. In the ordinary course of these their various business activities, each Commitment Party Group the Affiliated Parties and funds or other entities in which the Affiliated Parties invest or with which they co-invest, may make at any time purchase, sell, hold or hold a broad array of vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and actively trade debt and equity securities (or related derivative securities) and/or other financial instruments (including bank loans) for their own account and for the accounts of their customers and customers. In addition, the Affiliated Parties may at any time hold long and short positions communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities and/or or instruments. Such investment and other Any of the aforementioned activities may involve or relate to assets, securities and and/or instruments of the Company or Borrower, the Merger Party, as well as of Acquired Business and/or other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement arrangement contemplated by this Commitment Letter, Fee and Syndication Letter or (ii) be customers or competitors of the Company or the Merger Party, or (iii) have other relationships with either of youthe Borrower or its affiliates. In addition, each Commitment Party Group the Affiliated Parties may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. Each Commitment Party Group may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company, the Merger Party or such other entities. The transactions arrangement contemplated by this Commitment Fee and Syndication Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph, and employees working on the financing contemplated hereby may have been involved in originating certain of such investments and those employees may receive credit internally therefor. Although each Commitment Party Group the Affiliated Parties in the course of such other activities and relationships may acquire information about the transaction transactions contemplated by this Commitment Fee and Syndication Letter or other entities and persons which may be the subject of the transactions financing contemplated by this Commitment Fee and Syndication Letter, no Commitment Party Group the Affiliated Parties shall have any no obligation to disclose such information, or the fact that such Commitment Party Group is the Affiliated Parties are in possession of such information, to the Company or the Merger Party Borrower or to use such information on the Company’s or the Merger PartyBorrower’s behalf. Consistent with their respective policies to hold in confidence the affairs of its customers, no Commitment Party Group will furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any of its other customers. Furthermore, you acknowledge that no Commitment Party Group and none of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person. Each Commitment Party Group may have economic interests that conflict with yours, or your respective equity holders and/or affiliates. You agree that each Commitment Party Group will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Commitment Party Group and the Company or the Merger Party or your respective equity holders or affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Fee Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Commitment Party Groups, on the one hand, and the Company, on the other, and in connection therewith and with the process leading thereto, (i) no Commitment Party Group has assumed (A) an advisory or fiduciary responsibility in favor of the Company or the Merger Party or your respective equity holders or affiliates with Company or the Merger Party or your respective equity holders or affiliates with respect to the financing transactions contemplated hereby, or in each case, the exercise of rights or remedies with respect thereto or the process leading thereto (irrespective of whether such Commitment Party has advised, is currently advising or will advise the Company, its equity holders or its affiliates on other matters) or any other obligation to the Company or the Merger Party except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) each Commitment Party Group is acting solely as a principal and not as the agent or fiduciary of the Company, its management, equity holders, affiliates, creditors or any other person. Each of you acknowledge and agree that you have consulted your own legal and financial advisors to the extent you deemed appropriate and that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You each agree that you will not claim that any Commitment Party Group has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Merger Party, in connection with such transactions or the process leading thereto. Without limiting any other provision of this Section 8, the Company and the Merger Party (i) expressly agree that this Commitment Letter and the Fee Letter are being addressed to each of you solely at your mutual request, (ii) acknowledge that circumstances may arise where the interests of the Company and the Merger Party hereunder and/or under the Fee Letter are adverse to one another and (iii) agree not to assert any claim that you might allege based on any actual or potential conflict arising from the fact that both of you are parties to this Commitment Letter and the Fee Letter including, but not limited to, any such claim arising or resulting from the separate retention by either of the Company or the Merger Party of any Commitment Party or any affiliate thereof as an advisor in connection with the Merger and such Commitment Party’s or such affiliate’s commitments, agreements and acts under this Commitment Letter. In addition, each Commitment Party may employ the services of its affiliates in providing services and/or performing their obligations hereunder and may exchange with such affiliates information concerning the Company, the Merger Party and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to the Commitment Parties hereunder. In addition, please note that the Commitment Parties do not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, each of the Company and the Merger Party (and each employee, representative or other agent of the Company and the Merger Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Senior Facilities and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.

Absence of Fiduciary Relationship; Affiliates; Etc. As you know, each Commitment Party(a) You acknowledge that the Backstop Term Lenders, together with its respective their affiliates and related entities (each a “Funding Entity” and collectively, a the “Commitment Party GroupFunding Entities”), is a full service financial services firm may be engaged, either directly or through affiliates, affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, and principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individualsinvestment activities. In the ordinary course of these activities, each Commitment Party Group Funding Entity may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for their own account and for the accounts of their customers investors and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of the Company or the Merger PartyDebtors, as well as of other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by this Commitment Letter, (ii) be customers or competitors of the Company or the Merger PartyDebtors, or (iii) have other relationships with either of youthe Debtors. In addition, each Commitment Party Group Funding Entity may provide investment banking, underwriting and financial advisory services to such other entities and persons. Each Commitment Party Group Funding Entity may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company, the Merger Party Debtors or such other entities. The transactions contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities securities, or instruments referred to in this paragraph. Although each Commitment Party Group the Funding Entities in the course of such other activities and relationships may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the transactions contemplated by this Commitment Letter, no Commitment Party Group the Funding Entities shall have any no obligation to disclose such information, or the fact that such Commitment Party Group is the Funding Entities are in possession of such information, to the Company or the Merger Party Debtors or to use such information on the Company’s or the Merger Party’s Debtors’ behalf. Consistent with their respective policies to hold in confidence the affairs of its customers, no Commitment Party Group will furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any of its other customers. . (b) Furthermore, you acknowledge that no Commitment Party Group and none neither the Funding Entities nor any of their respective affiliates has have an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person. Each Commitment Party Group . (c) The Funding Entities may have economic interests that conflict with yoursthose of the Debtors, or your respective its equity holders holders, and/or its affiliates. You agree that each Commitment Party Group Funding Entity will act under this Commitment Letter as an individual independent contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary fiduciary, or agency relationship or fiduciary or other implied duty between any Commitment Party Group of the Funding Entities and the Company Debtors, their equity holders, or the Merger Party or your respective equity holders or their affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Fee Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between each of the Commitment Party GroupsFunding Entities, on the one hand, and the CompanyDebtors, on the other, and in connection therewith and with the process leading thereto, (i) no none of the Funding Entities has, by virtue of this Commitment Party Group has Letter, assumed (A) an advisory or fiduciary responsibility in favor of the Company Debtors, their equity holders, or the Merger Party or your respective equity holders or affiliates with Company or the Merger Party or your respective equity holders or their affiliates with respect to the financing transactions contemplated hereby, hereby (or in each case, the exercise of rights or remedies with respect thereto thereto) or the process leading thereto (irrespective of whether such Commitment Party any of the Funding Entities has advised, is currently advising or will advise the CompanyDebtors, its their equity holders or its their affiliates on other matters) or any other obligation to the Company or the Merger Party Debtors except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) each Commitment Party Group Funding Entity is acting solely as a principal and not as the an agent or fiduciary of the CompanyDebtors, its their management, equity holders, affiliates, creditors creditors, or any other person. Each of you The Debtors acknowledge and agree that you the Debtors have consulted your their own legal and financial advisors to the extent you they deemed it appropriate and that you they are responsible for making your their own independent judgment with respect to such transactions and the process leading thereto. You each The Debtors agree that you they will not claim that that, by virtue of this Commitment Letter, any Commitment Party Group has of the Funding Entities have rendered advisory services of any nature or respect, or owes a owe fiduciary or similar duty duties to the Company or the Merger PartyDebtors, in connection with such transactions or the process leading thereto. Without limiting any other provision of this Section 8, the Company and the Merger Party . (id) expressly agree that this Commitment Letter and the Fee Letter are being addressed to each of you solely at your mutual request, (ii) acknowledge that circumstances may arise where the interests of the Company and the Merger Party hereunder and/or under the Fee Letter are adverse to one another and (iii) agree not to assert any claim that you might allege based on any actual or potential conflict arising from the fact that both of you are parties to this Commitment Letter and the Fee Letter including, but not limited to, any such claim arising or resulting from the separate retention by either of the Company or the Merger Party of any Commitment Party or any affiliate thereof as an advisor in connection with the Merger and such Commitment Party’s or such affiliate’s commitments, agreements and acts under this Commitment Letter. In addition, each Commitment Party may employ the services of its affiliates in providing services and/or performing their obligations hereunder and may exchange with such affiliates information concerning the Company, the Merger Party and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to the Commitment Parties hereunder. In addition, please note that the Commitment Parties Funding Entities do not provide accounting, tax tax, or legal advice. Notwithstanding anything herein to the contrary, each of the Company and the Merger Party Debtor (and each employee, representative or other agent of the Company and the Merger PartyDebtor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Senior Facilities DIP Facility and all materials of any kind (including including, without limitation, opinions or other tax analyses) that are provided to you the Debtor relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.

Absence of Fiduciary Relationship; Affiliates; Etc. As you know, each Commitment Party, the Initial Financing Parties (together with its their respective affiliates (each collectivelyaffiliates, a the “Commitment Party GroupAffiliated Parties”), is a ) are full service financial services firm institutions engaged, either directly or through their respective affiliates, in various a broad array of activities, including securities commercial and investment banking, financial advisory, market making and trading, investment banking management (both public and financial advisoryprivate investing), investment managementresearch, principal investment, financial planning, benefits counseling, risk management, hedging, financing financing, brokerage and brokerage other financial and non-financial activities and financial planning and benefits counseling for both companies and individualsservices globally. In the ordinary course of these their various business activities, each Commitment Party Group the Affiliated Parties and funds or other entities in which the Affiliated Parties invest or with which they co-invest, may make at any time purchase, sell, hold or hold a broad array of vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and actively trade debt and equity securities (or related derivative securities) and/or other financial instruments (including bank loans) for their own account and for the accounts of their customers and customers. In addition, the Affiliated Parties may at any time hold long and short positions communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities and/or or instruments. Such investment and other Any of the aforementioned activities may involve or relate to assets, securities and and/or instruments of the Company or Borrower, the Merger Party, as well as of Acquired Business and/or other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement arrangement contemplated by this Commitment Letter, Fee and Syndication Letter or (ii) be customers or competitors of the Company or the Merger Party, or (iii) have other relationships with either of youthe Borrower or its affiliates. In addition, each Commitment Party Group the Affiliated Parties may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. Each Commitment Party Group may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company, the Merger Party or such other entities. The transactions arrangement contemplated by this Commitment Fee and Syndication Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph, and employees working on the financing contemplated hereby may have been involved in originating certain of such investments and those employees may receive credit internally therefor. Although each Commitment Party Group the Affiliated Parties in the course of such other activities and relationships may acquire information about the transaction transactions contemplated by this Commitment Fee and Syndication Letter or other entities and persons which may be the subject of the transactions financing contemplated by this Commitment Fee and Syndication Letter, no Commitment Party Group the Affiliated Parties shall have any no obligation to disclose such information, or the fact that such Commitment Party Group is the Affiliated Parties are in possession of such information, to the Company or the Merger Party Borrower or to use such information on the Company’s or the Merger PartyBorrower’s behalf. Consistent with their respective the Affiliated Parties’ policies to hold in confidence the affairs of its their customers, no Commitment Party Group the Affiliated Parties will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Fee and Syndication Letter to any of its their other customers. Furthermore, you acknowledge that no Commitment neither Affiliated Party Group and none nor any of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Fee and Syndication Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person. Each Commitment Party Group The Affiliated Parties may have economic interests that conflict with yoursthose of the Borrower, or your respective its equity holders and/or its affiliates. You agree that each Commitment Affiliated Party Group will act under this Commitment Fee and Syndication Letter as an independent contractor and that nothing in this Commitment Letter or the Fee and Syndication Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Commitment Affiliated Party Group and the Company or the Merger Party or your respective Borrower, its equity holders or its affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter Fee and the Fee Syndication Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Commitment Party GroupsAffiliated Parties, on the one hand, and the CompanyBorrower, on the other, and in connection therewith and with the process leading thereto, (i) no Commitment Party Group has the Affiliated Parties have not assumed (A) an advisory or fiduciary responsibility in favor of the Company or the Merger Party or your respective Borrower, its equity holders or affiliates with Company or the Merger Party or your respective equity holders or its affiliates with respect to the financing transactions contemplated hereby, hereby (or in each case, the exercise of rights or remedies with respect thereto thereto) or the process leading thereto (irrespective of whether such Commitment any Affiliated Party has advised, is currently advising or will advise the CompanyBorrower, its equity holders or its affiliates on other matters) or any other obligation to the Company or the Merger Party Borrower except the obligations expressly set forth in this Commitment Letter Fee and the Fee Syndication Letter and (ii) each Commitment Affiliated Party Group is acting solely as a principal and not as the agent or fiduciary of the CompanyBorrower, its management, equity holders, affiliates, creditors or any other person. Each of you acknowledge The Borrower acknowledges and agree agrees that you have the Borrower has consulted your its own legal and financial advisors to the extent you it deemed appropriate and that you are it is responsible for making your its own independent judgment with respect to such transactions and the process leading thereto. You each agree The Borrower agrees that you it will not claim that any Commitment Affiliated Party Group has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Merger PartyBorrower, in connection with such transactions or the process leading thereto. Without limiting any other provision As you know, Xxxxxxx Xxxxx International has been retained by the Borrower (or one of this Section 8its affiliates) as financial advisor (in such capacity, the Company “Financial Advisor”) in connection with the Acquisition. You agree to such retention, and the Merger Party (i) expressly agree that this Commitment Letter and the Fee Letter are being addressed to each of you solely at your mutual request, (ii) acknowledge that circumstances may arise where the interests of the Company and the Merger Party hereunder and/or under the Fee Letter are adverse to one another and (iii) further agree not to assert any claim that you might allege based on any actual or potential conflict arising from conflicts of interest that might be asserted to arise or result from, on the fact one hand, the engagement of the Financial Advisor and, on the other hand, our and our affiliates’ respective relationships with you as described and referred to herein. Each of the Initial Lenders acknowledges (i) the retention of the Financial Advisor and (ii) that both such relationship does not create any fiduciary duties or fiduciary responsibilities to such Initial Lender on the part of you are parties to this Commitment Letter the Arranger or its affiliates. The Arranger and/or one or more of its affiliates are, or may at any time be a lender under one or more existing credit facilities of the Borrower (and/or of its subsidiaries) (in such capacity, an “Existing Lender”). The Borrower further acknowledges and the Fee Letter including, but not limited to, agrees for itself and its subsidiaries that any such claim arising Existing Lender (a) will be acting for its own account as principal in connection with such existing credit facilities, (b) will be under no obligation or resulting from the separate retention by either duty as a result of the Company or the Merger Party of any Commitment Party or any affiliate thereof as an advisor Arranger’s roles in connection with the Merger transactions contemplated by this Fee and Syndication Letter or otherwise to take any action or refrain from taking any action (including with respect to voting for or against any requested amendments), or exercising any rights or remedies, that each Existing Lender may be entitled to take or exercise in respect of such Commitment Partyexisting credit facilities and (c) may manage its exposure to such existing credit facilities without regard to the Arranger’s or such affiliate’s commitments, agreements and acts under this Commitment Letterroles hereunder. In addition, each Commitment Party the Arranger may employ the services of its affiliates in providing services and/or performing its or their obligations hereunder and may exchange with such affiliates information concerning the CompanyBorrower, the Merger Party Acquired Business and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded afforded, and subject to the Commitment Parties conditions and obligations imposed upon, to the Arranger hereunder. In addition, please note that the Commitment Affiliated Parties do not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, each of the Company and the Merger Party Borrower (and each employee, representative or other agent of the Company and the Merger PartyBorrower) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Senior Facilities Bridge Facility and all materials of any kind (including opinions or other tax analyses) that are provided to you the Borrower relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Fee and Syndication Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.

Absence of Fiduciary Relationship; Affiliates; Etc. As you know, each the Commitment Party, Parties (together with its their respective affiliates (each collectivelyaffiliates, a the “Commitment Party GroupAffiliated Parties”), is a ) are full service financial services firm institutions engaged, either directly or through their respective affiliates, in various a broad array of activities, including securities commercial and investment banking, financial advisory, market making and trading, investment banking management (both public and financial advisoryprivate investing), investment managementresearch, principal investment, financial planning, benefits counseling, risk management, hedging, financing financing, brokerage and brokerage other financial and non-financial activities and financial planning and benefits counseling for both companies and individualsservices globally. In the ordinary course of these their various business activities, each Commitment Party Group the Affiliated Parties and funds or other entities in which the Affiliated Parties invest or with which they co-invest, may make at any time purchase, sell, hold or hold a broad array of vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and actively trade debt and equity securities (or related derivative securities) and/or other financial instruments (including bank loans) for their own account and for the accounts of their customers and customers. In addition, the Affiliated Parties may at any time hold long and short positions communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities and/or or instruments. Such investment and other Any of the aforementioned activities may involve or relate to assets, securities and and/or instruments of the Company or Borrower, the Merger Party, as well as of Acquired Business and/or other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement arrangement contemplated by this Commitment Letter, Letter or (ii) be customers or competitors of the Company or the Merger Party, or (iii) have other relationships with either of youthe Borrower, the Acquired Business or their affiliates. In addition, each Commitment Party Group the Affiliated Parties may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. Each Commitment Party Group may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company, the Merger Party or such other entities. The transactions arrangement contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph, and employees working on the financing contemplated hereby may have been involved in originating certain of such investments and those employees may receive credit internally therefor. Although each Commitment Party Group the Affiliated Parties in the course of such other activities and relationships may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the transactions financing contemplated by this Commitment Letter, no Commitment Party Group the Affiliated Parties shall have any no obligation to disclose such information, or the fact that such Commitment Party Group is the Affiliated Parties are in possession of such information, to the Company or the Merger Party Borrower or to use such information on the Company’s or the Merger PartyBorrower’s behalf. Consistent with their respective the Affiliated Parties’ policies to hold in confidence the affairs of its their customers, no Commitment Party Group the Affiliated Parties will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any of its their other customers. Furthermore, you acknowledge that no Commitment Affiliated Party Group and none nor any of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person. Each Commitment Party Group The Affiliated Parties may have economic interests that conflict with yoursthose of the Borrower, or your respective its equity holders and/or its affiliates. You agree that each Commitment Affiliated Party Group will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Commitment Affiliated Party Group and the Company or the Merger Party or your respective Borrower, its equity holders or its affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Fee Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Commitment Party GroupsAffiliated Parties, on the one hand, and the CompanyBorrower, on the other, and in connection therewith and with the process leading thereto, (i) no Commitment Party Group has the Affiliated Parties have not assumed (A) an advisory or fiduciary responsibility in favor of the Company or the Merger Party or your respective Borrower, its equity holders or affiliates with Company or the Merger Party or your respective equity holders or its affiliates with respect to the financing transactions contemplated hereby, hereby (or in each case, the exercise of rights or remedies with respect thereto thereto) or the process leading thereto (irrespective of whether such Commitment any Affiliated Party has advised, is currently advising or will advise the CompanyBorrower, its equity holders or its affiliates on other matters) or any other obligation to the Company or the Merger Party Borrower except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) each Commitment Affiliated Party Group is acting solely as a principal and not as the agent or fiduciary of the CompanyBorrower, its management, equity holders, affiliates, creditors or any other person. Each of you acknowledge The Borrower acknowledges and agree agrees that you have the Borrower has consulted your its own legal and financial advisors to the extent you it deemed appropriate and that you are it is responsible for making your its own independent judgment with respect to such transactions and the process leading thereto. You each agree that you The Borrower agrees that, solely in connection with the Bridge Facility and the services described in this Commitment Letter and the Fee Letter, it will not claim that any Commitment Affiliated Party Group has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Merger PartyBorrower, in connection with such transactions or the process leading thereto. Without limiting any other provision As you know, Xxxxxxx, Xxxxx & Co. has been retained by the Borrower (or one of this Section 8its affiliates) as financial advisor (in such capacity, the Company and “Financial Advisor”) in connection with the Merger Party (i) expressly agree that this Commitment Letter and the Fee Letter are being addressed to each of you solely at your mutual request, (ii) acknowledge that circumstances may arise where the interests Acquisition. Each of the Company parties hereto agree to such retention, and the Merger Party hereunder and/or under the Fee Letter are adverse to one another and (iii) further agree not to assert any claim that you it might allege based on any actual or potential conflict arising from conflicts of interest that might be asserted to arise or result from, on the fact that both of you are parties to this Commitment Letter and one hand, the Fee Letter including, but not limited to, any such claim arising or resulting from the separate retention by either engagement of the Company or Financial Advisor and, on the Merger Party of any Commitment Party or any affiliate thereof other hand, our and our affiliates’ relationships with you as an advisor in connection with the Merger described and such Commitment Party’s or such affiliate’s commitments, agreements and acts under this Commitment Letterreferred to herein. In addition, each Commitment Party may employ the services of its affiliates in providing services and/or performing its or their obligations hereunder and may exchange with such affiliates information concerning the CompanyBorrower, the Merger Party Acquired Business and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to the Commitment Parties hereunder. In addition, please note that the Commitment Affiliated Parties do not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, each of the Company and the Merger Party Borrower (and each employee, representative or other agent of the Company and the Merger PartyBorrower) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Senior Facilities Bridge Facility and all materials of any kind (including opinions or other tax analyses) that are provided to you the Borrower relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.

Absence of Fiduciary Relationship; Affiliates; Etc. As you know, each Commitment Party, the Initial Financing Parties (together with its their respective affiliates (each collectivelyaffiliates, a the “Commitment Party GroupAffiliated Parties”), is a ) are full service financial services firm institutions engaged, either directly or through their respective affiliates, in various a broad array of activities, including securities commercial and investment banking, financial advisory, market making and trading, investment banking management (both public and financial advisoryprivate investing), investment managementresearch, principal investment, financial planning, benefits counseling, risk management, hedging, financing financing, brokerage and brokerage other financial and non-financial activities and financial planning and benefits counseling for both companies and individualsservices globally. In the ordinary course of these their various business activities, each Commitment Party Group the Affiliated Parties and funds or other entities in which the Affiliated Parties invest or with which they co-invest, may make at any time purchase, sell, hold or hold a broad array of vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and actively trade debt and equity securities (or related derivative securities) and/or other financial instruments (including bank loans) for their own account and for the accounts of their customers and customers. In addition, the Affiliated Parties may at any time hold long and short positions communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities and/or or instruments. Such investment and other Any of the aforementioned activities may involve or relate to assets, securities and and/or instruments of the Company or Borrower, the Merger Party, as well as of Acquired Business and/or other entities and persons and their affiliates which may (i) be involved in transactions arising from or relating to the engagement transactions contemplated by this Commitment Letter, Fee and Syndication Letter or (ii) be customers or competitors of the Company or the Merger Party, or (iii) have other relationships with either of youthe Borrower or its affiliates. In addition, each Commitment Party Group the Affiliated Parties may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. Each Commitment Party Group may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Company, the Merger Party or such other entities. The transactions contemplated by this Commitment Fee and Syndication Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph, and employees working on the financing contemplated hereby may have been involved in originating certain of such investments and those employees may receive credit internally therefor. Although each Commitment Party Group the Affiliated Parties in the course of such other activities and relationships may acquire information about the transaction transactions contemplated by this Commitment Fee and Syndication Letter or other entities and persons which may be the subject of the transactions financing contemplated by this Commitment Fee and Syndication Letter, no Commitment Party Group the Affiliated Parties shall have any no obligation to disclose such information, or the fact that such Commitment Party Group is the Affiliated Parties are in possession of such information, to the Company or the Merger Party Borrower or to use such information on the Company’s or the Merger PartyBorrower’s behalf. Consistent with their respective the Affiliated Parties’ policies to hold in confidence the affairs of its their customers, no Commitment Party Group the Affiliated Parties will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Fee and Syndication Letter to any of its their other customers. Furthermore, you acknowledge that no Commitment neither Affiliated Party Group and none nor any of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Fee and Syndication Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person. Each Commitment Party Group The Affiliated Parties may have economic interests that conflict with yoursthose of the Borrower, or your respective its equity holders and/or its affiliates. You agree that each Commitment Affiliated Party Group will act under this Commitment Fee and Syndication Letter as an independent contractor and that nothing in this Commitment Letter or the Fee and Syndication Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Commitment Affiliated Party Group and the Company or the Merger Party or your respective Borrower, its equity holders or its affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter Fee and the Fee Syndication Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Commitment Party GroupsAffiliated Parties, on the one hand, and the CompanyBorrower, on the other, and in connection therewith and with the process leading thereto, (i) no Commitment Party Group has the Affiliated Parties have not assumed (A) an advisory or fiduciary responsibility in favor favour of the Company or the Merger Party or your respective Borrower, its equity holders or affiliates with Company or the Merger Party or your respective equity holders or its affiliates with respect to the financing transactions contemplated hereby, hereby (or in each case, the exercise of rights or remedies with respect thereto thereto) or the process leading thereto (irrespective of whether such Commitment any Affiliated Party has advised, is currently advising or will advise the CompanyBorrower, its equity holders or its affiliates on other matters) or any other obligation to the Company or the Merger Party Borrower except the obligations expressly set forth in this Commitment Letter Fee and the Fee Syndication Letter and (ii) each Commitment Affiliated Party Group is acting solely as a principal and not as the agent or fiduciary of the CompanyBorrower, its management, equity holders, affiliates, creditors or any other person. Each of you acknowledge The Borrower acknowledges and agree agrees that you have the Borrower has consulted your its own legal and financial advisors to the extent you it deemed appropriate and that you are it is responsible for making your its own independent judgment with respect to such transactions and the process leading thereto. You each agree The Borrower agrees that you it will not claim that any Commitment Affiliated Party Group has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Merger PartyBorrower, in connection with such transactions or the process leading thereto. Without limiting any other provision As you know, Barclays Capital Canada Inc. has been retained by the Borrower (or one of this Section 8its affiliates) as financial advisor (in such capacity, the Company “Financial Advisor”) in connection with the Target Acquisition. You agree to such retention, and the Merger Party (i) expressly agree that this Commitment Letter and the Fee Letter are being addressed to each of you solely at your mutual request, (ii) acknowledge that circumstances may arise where the interests of the Company and the Merger Party hereunder and/or under the Fee Letter are adverse to one another and (iii) further agree not to assert any claim that you might allege based on any actual or potential conflict arising from conflicts of interest that might be asserted to arise or result from, on the fact one hand, the engagement of the Financial Advisor and, on the other hand, our and our affiliates’ respective relationships with you as described and referred to herein. Each of the Initial Lenders acknowledges (i) the retention of the Financial Advisor and (ii) that both such relationship does not create any fiduciary duties or fiduciary responsibilities to such Initial Lender on the part of you are parties to this Commitment Letter the Arrangers or their respective affiliates. The Arrangers and/or one or more of their respective affiliates are, or may at any time be a lender under one or more existing credit facilities of the Borrower (and/or of its subsidiaries or the Acquired Business) (in such capacity, an “Existing Lender”). The Borrower further acknowledges and the Fee Letter including, but not limited to, agrees for itself and its subsidiaries that any such claim arising Existing Lender (a) will be acting for its own account as principal in connection with such existing credit facilities, (b) will be under no obligation or resulting from the separate retention by either duty as a result of the Company or the Merger Party of any Commitment Party or any affiliate thereof as an advisor Arrangers’ roles in connection with the Merger transactions contemplated by this Fee and Syndication Letter or otherwise to take any action or refrain from taking any action (including with respect to voting for or against any requested amendments), or exercising any rights or remedies, that each Existing Lender may be entitled to take or exercise in respect of such Commitment Party’s or existing credit facilities and (c) may manage its exposure to such affiliate’s commitments, agreements and acts under this Commitment Letterexisting credit facilities without regard to the Arrangers’ roles hereunder. In addition, each Commitment Party the Arrangers may employ the services of its affiliates in providing services and/or performing its or their obligations hereunder and may exchange with such affiliates information concerning the CompanyBorrower, the Merger Party Acquired Business and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded afforded, and subject to the Commitment Parties conditions and obligations imposed upon, to the Arrangers hereunder. In addition, please note that the Commitment Affiliated Parties do not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, each of the Company and the Merger Party Borrower (and each employee, representative or other agent of the Company and the Merger PartyBorrower) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Senior Facilities and all materials of any kind (including opinions or other tax analyses) that are provided to you the Borrower relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax treatment” means U.S. Canadian federal or state provincial income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. Canadian federal income tax treatment of the transactions contemplated by this Commitment Fee and Syndication Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.