Common use of Agents in Their Individual Capacity Clause in Contracts

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTBMizuho, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the a Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO Each Agent and FTB and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall have the same rights and powers under this Agreement in its capacity as a Lender as any other Lender and may exercise such rights and powers the same as though it were not an Agent, the Swing Line Lender Agent or an Issuing Bank, as the case may be, Affiliate thereof and the terms term “Lender” and or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB each Agent hereunder in its individual capacity. Each Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Borrower, any Guarantor and any other Credit Party or Affiliate thereof as though it were not an Agent hereunder and without any duty to account therefor to the Lenders. (b) Each Lender Party understands that the Administrative each Agent, acting in its individual capacity, and its Affiliates (collectively, the such “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Credit Parties or their respective Affiliates. Furthermore, the each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Credit Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the either Borrower, another Loan any Guarantor and any other Credit Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Credit Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) which information may not be available to any of the Lender Parties Lenders that are not members of the such Agent’s Group. None of the Administrative Agent Agents nor any member of the any Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Partiesany Lender, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Credit Party or any Affiliate of any Loan Credit Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Credit Document to be transmitted by the Administrative Agent to the Lender PartiesLenders. (c) Each Lender Party further understands that there may be situations where members of the any Agent’s Group or their respective customers (including the Loan Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties Lenders hereunder and under the other Loan Credit Documents). Each Lender Party agrees that no member of the any Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any Lender PartyLender. None of (i) this Agreement nor any other Loan Credit Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative any Agent or any member of the an Agent’s Group to any Lender Party including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Loan Credit Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LCPI and FTB and their respective its Affiliates may make loans to, issue letters of credit (if applicable) for the account of, accept deposits from, acquire Capital Stock equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, LCPI were not the Administrative Agent, the Foreign Currency Fronting Lender or an Agent or Issuing Bank hereunder, as the case may be, L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and each of their respective LCPI or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates the Administrative Agent shall be under no obligation to provide such information to them. With respect to its AdvancesLoans, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates LCPI shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an the Administrative Agent, the Swing Line Foreign Currency Fronting Lender or an Issuing Bank, as the case may beL/C Issuer, and the terms “Lender” and “Lenders” include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB LCPI in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, CUSA and its Affiliates (collectivelymay make loans to, issue letters of credit for the “Agent’s Group”) are engaged account of, accept deposits from, acquire equity interests in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may generally engage in the Activities any kind of banking, trust, financial advisory, underwriting or other business with or on behalf each of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their respective Affiliates as though CUSA were not the Syndication Agent or an L/C Issuer hereunder and including holdingwithout notice to or consent of the Lenders. The Lenders acknowledge that, for pursuant to such activities, CUSA or its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Affiliates may receive information regarding any Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their its Affiliates (including information concerning the ability that may be subject to confidentiality obligations in favor of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any such Loan Party or any Affiliate of any Loan Partysuch Affiliate) or to account for any revenue or profits obtained in connection with the Activities, except and acknowledge that the Administrative Syndication Agent shall deliver be under no obligation to provide such information to them. With respect to its Loans, CUSA shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Syndication Agent or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Groupan L/C Issuer, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder terms “Lender” and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for “Lenders” include CUSA in its own accountindividual capacity.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTBMizuho, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO Each Agent and FTB and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall have the same rights and powers under this Agreement in its capacity as a Lender as any other Lender and may exercise such rights and powers the same as though it were not an Agent, the Swing Line Lender Agent or an Issuing Bank, as the case may be, Affiliate thereof and the terms term “Lender” and or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB each Agent hereunder in its individual capacity. Each Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower, any Guarantor and any other Credit Party or Affiliate thereof as though it were not an Agent hereunder and without any duty to account therefor to the Lenders. (ba) Each Lender Party understands that the Administrative each Agent, acting in its individual capacity, and its Affiliates (collectively, the such “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Credit Parties or their respective Affiliates. Furthermore, the each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Credit Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan any Guarantor and any other Credit Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Credit Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) which information may not be available to any of the Lender Parties Lenders that are not members of the such Agent’s Group. None of the Administrative Agent Agents nor any member of the any Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Partiesany Lender, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Credit Party or any Affiliate of any Loan Credit Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Credit Document to be transmitted by the Administrative Agent to the Lender Parties.Lenders. EAST\169633878.2 US-DOCS\137883688.9 (cb) Each Lender Party further understands that there may be situations where members of the any Agent’s Group or their respective customers (including the Loan Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties Lenders hereunder and under the other Loan Credit Documents). Each Lender Party agrees that no member of the any Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any Lender PartyLender. None of (i) this Agreement nor any other Loan Credit Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative any Agent or any member of the an Agent’s Group to any Lender Party including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Loan Credit Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITICUSA, CGMI, JPM, BofA, GS, LBI and Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITICUSA, CGMI, JPM, BofA, GS, LBI and Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITICUSA, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO LBI and FTB Barclays in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties Lenders that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender PartiesLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender PartiesLenders. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties Lenders (including the interests of the Lender Parties Lenders hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender PartyLender. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO JPM and FTB RBC Capital Markets and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO JPM and FTBRBC Capital Markets, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO JPM and FTB RBC Capital Markets and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO JPM and FTB RBC Capital Markets and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, JPM and Royal Bank, UBS, CS, Citizens, BMO and FTB Bank of Canada and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, Agent and the terms “Lender” and “Lenders” include CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, BarclaysJPM and Royal Bank of Canada, Royal Bank, UBS, CS, Citizens, BMO and FTB each in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO Each Agent and FTB and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall have the same rights and powers under this Agreement in its capacity as a Lender as any other Lender and may exercise such rights and powers the same as though it were not an Agent, the Swing Line Lender Agent or an Issuing Bank, as the case may be, Affiliate thereof and the terms term “Lender” and or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB each Agent hereunder in its individual capacity. Each Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower, any Guarantor and any other Credit Party or Affiliate thereof as though it were not an Agent hereunder and without any duty to account therefor to the Lenders. (ba) Each Lender Party understands that the Administrative each Agent, acting in its individual capacity, and its Affiliates (collectively, the such “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Credit Parties or their respective Affiliates. Furthermore, the each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Credit Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan any Guarantor and any other Credit Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Credit Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) which information may not be available to any of the Lender Parties Lenders that are not members of the such Agent’s Group. None of the Administrative Agent Agents nor any member of the any Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Partiesany Lender, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Credit Party or any Affiliate of any Loan Credit Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Credit Document to be transmitted by the Administrative Agent to the Lender PartiesLenders. (cb) Each Lender Party further understands that there may be situations where members of the any Agent’s Group or their respective customers (including the Loan Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties Lenders hereunder and under the other Loan Credit Documents). Each Lender Party agrees that no member of the any Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further -149- consultation with or notification to any Lender PartyLender. None of (i) this Agreement nor any other Loan Credit Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative any Agent or any member of the an Agent’s Group to any Lender Party including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Loan Credit Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, UBS, CS, Citizens, BMO ING and FTB UBS and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, ING and UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, UBS, CS, Citizens, BMO ING and FTB UBS and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, UBS, CS, Citizens, BMO ING and FTB UBS and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsch Bank, UBS, CS, Citizens, BMO ING and FTB UBS and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, UBS, CS, Citizens, BMO ING and FTB UBS in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB Each Agent and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITIthough, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were each Agent was not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB Agent and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB Agent and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB Agent and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB each Agent in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties Lenders that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender PartiesLenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender PartiesLenders. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties Lenders (including the interests of the Lender Parties Lenders hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender PartyLender. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTBUBS, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO Each Agent and FTB and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall have the same rights and powers under this Agreement in its capacity as a Lender as any other Lender and may exercise such rights and powers the same as though it were not an Agent, the Swing Line Lender Agent or an Issuing Bank, as the case may be, Affiliate thereof and the terms term “Lender” and or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB each Agent hereunder in its US-DOCS\144294102.18 individual capacity. Each Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower, any Guarantor and any other Credit Party or Affiliate thereof as though it were not an Agent hereunder and without any duty to account therefor to the Lenders. (ba) Each Lender Party understands that the Administrative each Agent, acting in its individual capacity, and its Affiliates (collectively, the such “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Credit Parties or their respective Affiliates. Furthermore, the each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Credit Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan any Guarantor and any other Credit Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Credit Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) which information may not be available to any of the Lender Parties Lenders that are not members of the such Agent’s Group. None of the Administrative Agent Agents nor any member of the any Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Partiesany Lender, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Credit Party or any Affiliate of any Loan Credit Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Credit Document to be transmitted by the Administrative Agent to the Lender PartiesLenders. (cb) Each Lender Party further understands that there may be situations where members of the any Agent’s Group or their respective customers (including the Loan Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties Lenders hereunder and under the other Loan Credit Documents). Each Lender Party agrees that no member of the any Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any Lender PartyLender. None of (i) this Agreement nor any other Loan Credit Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative any Agent or any member of the an Agent’s Group to any Lender Party including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Loan Credit Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO Each Agent and FTB and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall have the same rights and powers under this Agreement in its capacity as a Lender as any other Lender and may exercise such rights and powers the same as though it were not an Agent, the Swing Line Lender Agent or an Issuing Bank, as the case may be, Affiliate thereof and the terms term “Lender” and or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB each Agent hereunder in its individual capacity. Each Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower, any Guarantor and any other Credit Party or Affiliate thereof as though it were not an Agent hereunder and without any duty to account therefor to the Lenders. (ba) Each Lender Party understands that the Administrative each Agent, acting in its individual capacity, and its Affiliates (collectively, the such “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Credit Parties or their respective Affiliates. Furthermore, the each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Credit Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan any Guarantor and any other Credit Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Credit Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the an Agent’s Group may receive or otherwise obtain information concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) which information may not be available to any of the Lender Parties Lenders that are not members of the such Agent’s Group. None of the Administrative Agent Agents nor any member of the any Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Partiesany Lender, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Credit Party or any Affiliate of any Loan Credit Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Credit Document to be transmitted by the Administrative Agent to the Lender PartiesLenders. (cb) Each Lender Party further understands that there may be situations where members of the any Agent’s Group or their respective customers (including the Loan Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties Lenders hereunder and under the other Loan Credit Documents). Each Lender Party agrees that no member of the any Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Person serving as an Agent being a member of the such Agent’s Group, and that each member of the an Agent’s Group may undertake any Activities without further consultation with or notification to any Lender PartyLender. None of (i) this Agreement nor any other Loan Credit Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Credit Parties or their Affiliates (including information concerning the ability of the Loan Credit Parties to perform their respective Obligations hereunder and under the other Loan Credit Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative any Agent or any member of the an Agent’s Group to any Lender Party including any such duty that would prevent or restrict the an Agent’s Group from acting on behalf of customers (including the Loan Credit Parties or their Affiliates) or for its own account.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GSMLPFS, Barclays, Royal Deutsche Bank, UBS, CSJPMorgan, Citizens, BMO Bank of America and FTB Xxxxx Fargo and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GSMLPFS, Barclays, Royal Deutsche Bank, UBS, CSJPMorgan, Citizens, BMO Bank of America and FTBXxxxx Fargo, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GSMLPFS, Barclays, Royal Deutsche Bank, UBS, CSJPMorgan, Citizens, BMO Bank of America and FTB Xxxxx Fargo and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GSMLPFS, Barclays, Royal Deutsche Bank, UBS, CSJPMorgan, Citizens, BMO Bank of America and FTB Xxxxx Fargo and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GSMLPFS, Barclays, Royal Deutsche Bank, UBS, CSJPMorgan, Citizens, BMO Bank of America and FTB Xxxxx Fargo and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPM, BofA, GSMLPFS, Barclays, Royal Deutsche Bank, UBS, CSJPMorgan, Citizens, BMO Bank of America and FTB Xxxxx Fargo in its individual capacity. (b) Each Lender Party understands that the Administrative Agent, acting in its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this Section 7.08(b) as “Activities”) and may engage in the Activities with or on behalf of one or more of the Loan Parties or their respective Affiliates. Furthermore, the Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Loan Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, another Loan Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Loan Parties or their Affiliates. Each Lender Party understands and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) which information may not be available to any of the Lender Parties that are not members of the Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender Party such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lender Parties. (c) Each Lender Party further understands that there may be situations where members of the Agent’s Group or their respective customers (including the Loan Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is or shall be required to restrict its activities as a result of the Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or notification to any Lender Party. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including Communications) concerning the Loan Parties or their Affiliates (including information concerning the ability of the Loan Parties to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender Party including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including the Loan Parties or their Affiliates) or for its own account.