Common use of Certain ERISA Matters Clause in Contracts

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender party to the Eighth Amendment Agreement (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each Arranger other Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers, each other Lead Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (aA) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other party to the Transaction Documents: (i) for the Class A Lenders, that such Lender is not a Benefit Plan and is not using the assets of a Benefit Plan with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Advances, the Commitments or this Agreement; or (ii) for the Class B Lenders, at least one of the following is and will be true: (ia) such Lender is not a Benefit Plan and is not using “plan assets” the assets of a Benefit Plan with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Advances, Commitments or other transactions under this Agreement; or (within b) such Lender is an Initial Class B Lender and is a Benefit Plan or is using the meaning assets of Section 3(42) of ERISA or otherwise) of one or more a Benefit Plans Plan with respect to such Lender’s entrance into, participation in, administration of and and/or performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or other transactions under this Agreement in a manner that does not cause the Swingline Commitment;assets of the Borrower to be the assets of a Benefit Plan (as determined under 29 CFR § 2510.3-101 as modified by Section 3(42) of ERISA) or for the holdings of the Class B Advances or Class B Commitments by a Benefit Plan to be “significant” (as determined under 29 CFR § 2510.3-101 as modified by Section 3(42) of ERISA) or Plan Asset Threshold to be breached and at least one of the following is and will be true: (ii1) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii2) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14) (a “Qualified Professional Asset Manager”), (B2) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C3) the entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D4) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv3) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (bB) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 7.23(A)(ii)(a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)Class B Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other party to the Transaction Documents, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Transaction Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or the Lead Arrangers or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Lead Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender Bank (x) represents and warrants, as of the date such Person became a Lender Bank party hereto, tothat, and (y) covenants, from the date such Person became a Lender Bank party hereto to the date such Person ceases being a Lender Bank party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and each Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender Bank to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such LenderBank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such LenderBank. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender Bank or (2) a Lender Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender Bank further (x) represents and warrants, as of the date such Person became a Lender Bank party hereto, to, and (y) covenants, from the date such Person became a Lender Bank party hereto to the date such Person ceases being a Lender Bank party hereto, for the benefit of, the Administrative Agent, each Arranger Lead Arranger, each Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Lead Arranger and or any Bookrunner or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender Bank involved in such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and any (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Managing Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any Subsidiary or Subsidiary Borrower party to this Agreement, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Managing Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Managing Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany or any Subsidiary or Subsidiary Borrower party to this Agreement, that none of the Managing Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Managing Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender party to the Eighth Amendment Agreement (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each Arranger other Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers, each other Lead Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger, and each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arranger, and each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, or the Arranger, or any other Lead Arranger and or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Other Representatives and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Other Representatives and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any Arranger and Other Representative or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCo-Borrowers or any other Borrower Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975 such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCo-Borrowers or any other Borrower Party, that none of the Administrative Agent, the Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Titled Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Internal Revenue Code to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Titled Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender and L/C Issuer (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender Person is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such LenderPerson’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Credit Agreement, or (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderPerson’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Credit Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)L/C Issuer, such Lender or L/C Issuer further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender Person involved in such LenderPerson’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Credit Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Credit Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or the Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x1) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y2) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, Agent and each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x1) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y2) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, Agent and each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any other Lead Arranger and or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will continue to be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline LoansCommitments, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to to, and all of the conditions of which are satisfied in connection with, such LenderXxxxxx’s entrance into, participation in, administration of of, and performance of the Revolving Credit LoansAdvances, the Swingline LoansCommitments, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer administer, and perform the Revolving Credit LoansAdvances, the Swingline LoansCommitments, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of of, and performance of the Revolving Credit LoansAdvances, the Swingline LoansCommitments, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 14, and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of of, and performance of the Revolving Credit LoansAdvances, the Swingline LoansCommitments, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty warranty, and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty warranty, and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of of, and performance of the Revolving Credit LoansAdvances, the Swingline LoansCommitments, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document, or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each and the Sole Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Employee Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans or the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975, such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;. (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Loans the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each and the Sole Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that that: (i) none of the Administrative Agent, any or the Sole Lead Arranger and or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans the Revolving Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Revolving Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Agent, or the Sole Lead Arranger or any of its Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Revolving Commitments or this Agreement. (c) The Agent and the Sole Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Revolving Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Revolving Commitments for an amount less than the amount being paid for an interest in the Loans or the Revolving Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender party to the Eighth Amendment Agreement (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each Arranger other Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers, each other Lead Arranger or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each Arranger the Arrangers, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, or (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such “Qualified Professional Asset Manager Manager” made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, and each Arranger and of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers, or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each the Coordinating Lead Arranger and each of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans or the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975, such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each the Coordinating Lead Arranger and each of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any the Coordinating Lead Arranger and or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Financing Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Loan Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Loan Agreement; , (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Loan Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Loan Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Loan Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative AgentAgent and the institutions named as Joint Lead Arrangers, each Arranger Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents on the cover page hereof and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a such Lender or (2) a such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative AgentAgent and the institutions named as Joint Lead Arrangers, each Arranger Joint Bookrunners, Syndication Agent and Documentation Agents on the cover page hereof and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany or any other Loan Party, that none of the Administrative AgentAgent or any of the institutions named as Joint Lead Arrangers, any Arranger Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents on the cover page hereof or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent any Person under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Documents or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections subsection (b) through subsection (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections subsections (b) through (g) of Part I of PTE 84-84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, or any Arranger and or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto). (c) The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any Arranger and or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Term Loans or the Swingline CommitmentTerm Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).through

Certain ERISA Matters. (a) Each Lender and Term L/C Issuer (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender or Term L/C Issuer, as applicable, is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans Plan Investors with respect to such LenderPerson’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Term Letters of Credit, the Revolving Credit Commitments Incremental Commitments, the Incremental Loans, the Refinancing Commitments, the Refinancing Loans or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderPerson’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Term Letters of Credit, the Revolving Credit Commitments Incremental Commitments, the Incremental Loans, the Refinancing Commitments, the Refinancing Loans or the Swingline Commitment and this Agreement;, (iii) (A) such Lender Person is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender Person to enter into, participate in, administer and perform the Revolving Credit Initial Term B Loans, the Swingline Initial Term C Loans, the Letters of CreditInitial Revolving Loans, the Revolving Credit Commitments Incremental Commitments, the Incremental Loans, the Refinancing Commitments, the Refinancing Loans or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Term Letters of Credit , the Incremental Commitments, the Incremental Loans, the Letters of CreditRefinancing Commitments, the Revolving Credit Commitments Refinancing Loans or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such LenderPerson, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderPerson’s entrance into, participation in, administration of 215 and performance of the Revolving Credit Loans, the Swingline Loans, the Term Letters of Credit, the Revolving Credit Commitments Incremental Commitments, the Incremental Loans, the Refinancing Commitments, the Refinancing Loans or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such LenderLender or Term L/C Issuer. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Initial Term B Loans, the Swingline Initial Term C Loans, the Letters of CreditInitial Revolving Loans, the Revolving Credit Commitments Incremental Commitments, the Incremental Loans, the Refinancing Commitments, the Refinancing Loans or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Documents or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any the Lead Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Joint Lead Arrangers or the Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 10.17(a)(i) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (aSection 10.17(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Joint Lead Arrangers and the Bookrunner and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger Agent the Joint Lead Arrangers and the Bookrunner and their respective Affiliates is Affiliates, are not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agents and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 8414 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agents and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and Agents or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative any Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto). (c) The Agents and the Lead Arrangers hereby inform the Lenders that each such Person is not undertaking to provide investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that each such Person has a financial interest in the transactions contemplated hereby in that each such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, letters of credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, letters of credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, letters of credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Agent and the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Lead Arranger or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany or any other Loan Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline Commitment; Commitments, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.’s (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany or any other Loan Party, that none of the Administrative Agent, or any other Arranger and or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that that: (i) none of the Administrative Agent, any Arranger and Agents or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, letters of credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)–(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, letters of credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, letters of credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, letters of credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Agents or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, letters of credit, the Commitments or this Agreement. (c) The Agents hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that each such Person has a financial interest in the transactions contemplated hereby in that each such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, letters of credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, letters of credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, letters of credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. (d) Each Lender (x) represents and warrants, as of the date such Person became a Lender, to, and (y) covenants, from the date such Person became a Lender to the date such Person ceases being a Lender, for the benefit of the Agents and their respective Affiliates that: (i) such Lender either (A) does not, in the ordinary course of business, extend or maintain credit secured, directly or indirectly, by any Margin Stock and/or (B) has complied with all of its obligations under the Margin Regulations in connection with the Transactions; and

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B1) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C2) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D3) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1i) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2ii) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger Agent and the Lead Arrangers and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or otherwiseSection 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that that: none of the Administrative Agent, any Arranger and or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s Lendex’x entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s Lendex’x entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 11.09(a)(i) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (aSection 11.09(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that that: (i) none of the Administrative Agent, any Arranger and Arranger, the Documentation Agent or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s Lendex’x entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Administrative Agent, or any Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. (c) The Administrative Agent and each Arranger and the Documentation Agent hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitment; this Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; ; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender, and communicated to the Borrower in a timely manner. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).Letters

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Loan Party, that at least one of the following is and will be true: : (i) such Lender is not using “"plan assets” " (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s Xxxxxx's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.transactions (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s 's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and or performance of the Revolving Credit Loans, the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the applicable prohibitions of ERISA Section 406 and Code Section 4975 specified in such exemptions such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Obligations of such Lender in respect of the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, Obligations of such Lender in respect of the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, Obligations of such Lender in respect of the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Obligations of such Lender in respect of the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.. ​ (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and the Arrangers or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and or performance of the Revolving Credit Loans, the Swingline LoansAdvances, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Purchaser/Lender (x) represents and warrants, as of the date such Person became a Purchaser/Lender party hereto, to, and (y) covenants, from the date such Person became a Purchaser/Lender party hereto to the date such Person ceases being a Purchaser/Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Structuring Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany SPE-Related Party, that at least one of the following is and will be true: (i) such Purchaser/Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Purchaser/Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderPurchaser/Xxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Purchaser/Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Purchaser/Lender to enter into, participate in, administer and perform the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Purchaser/Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Purchaser/Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Investments, the Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Purchaser/Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Sustainability Structuring Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline LoansTerm Commitments, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement. (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement;. (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent and Sustainability Structuring Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger Agent and their respective Affiliates is a fiduciary Sustainability Structuring Agent are not fiduciaries with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Term Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Term Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, hereto,(a) to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) : such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or(i) otherwise for purposes of Title I of ERISA or otherwiseSection 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or this Agreement; the Swingline Commitment; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a a(ii) class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s 165 Exhibit 10.1 entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) ; (A) such Lender is an investment fund managed by a “Qualified Professional Asset Asset(iii) Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) or such other representation, warranty and covenant as may be agreed in writing between the the(iv) Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with with(b) respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).. Electronic Execution of Assignments and Certain Other Documents. The wordsSECTION 9.20 “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records 166 Exhibit 10.1

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Arrangers, the Co-Syndication Agents and the Co-Documentation Agents and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline LoansFacility LCs, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline LoansFacility LCs, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline LoansFacility LCs, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline LoansFacility LCs, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline LoansFacility LCs, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger Arranger, each Co-Syndication Agent and each Co-Documentation Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and Arranger, any Co-Syndication Agent or any Co-Documentation Agent or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline LoansFacility LCs, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, each of the Administrative Agent, each Arranger the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, each of the Administrative Agent, each Arranger the Arrangers, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender, and communicated to the Borrower in a timely manner. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Loans or the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, Loans the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Arranger, each Co-Documentation Agent, each Syndication Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) this Agreement, the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderLexxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLexxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderLexxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Other Representatives and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Other Representatives and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or any Arranger and Other Representative or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any of their Subsidiaries, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Loans or the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any of their Subsidiaries, that none of the Administrative Agent, any the Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliatesaffiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Advances or the Swingline its Commitment;, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement; or, or 742613903 21686243 (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective Affiliatesits affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, Agent or any Arranger and of their respective Affiliates affiliates is a fiduciary with respect to the Collateral or the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Transaction Document or any documents related heretoto hereto or thereto). (c) The Administrative Agent hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an affiliate thereof (i) may receive interest or other payments with respect to the Advances, the Aggregate Commitment Amount, this Agreement and any other Transaction Documents (ii) may recognize a gain if it extended the Advances or the Aggregate Commitment Amount for an amount less than the amount being paid for an interest in the Advances or the Aggregate Commitment Amount by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Transaction Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective any of its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any Guarantor, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans or the Revolving Credit LoansCommitments, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective any of its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that that: (i) none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Credit Commitments, commitment to advance any New Term Loan, and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other Person that (1) (i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Credit Commitments, commitment to advance any New Term Loan, and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Revolving Credit Commitments, commitment to advance any New Term Loan, and this Agreement is a fiduciary under ERISA or the Internal Revenue Code, or both, with respect to the Loans, the Revolving Credit Commitments, commitment to advance any New Term Loan, and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Administrative Agent, any Joint Lead Arranger or the Book Runner listed on the cover page hereof, or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Revolving Credit Commitments, commitment to advance any New Term Loan, or this Agreement. (c) The Administrative Agent hereby informs the Lenders that it is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that it has a financial interest in the transactions contemplated hereby in that it or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Revolving Credit Commitments, commitment to advance any New Term Loan, and this Agreement, (ii) may recognize a gain if it extended the Loans, the Revolving Credit Commitments, or commitment to advance any New Term Loan for an amount less than the amount being paid for an interest in the Loans, the Revolving Credit Commitments, or commitment to advance any New Term Loan by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. Section 10.13. Swap Obligations and Bank Product Obligations Arrangements. By virtue of a Lender’s execution of this Agreement or an assignment agreement pursuant to Section 12.12, as the case may be, any Affiliate of such Lender with whom Borrower or any Guarantor has entered into an agreement creating any Swap Obligations or Bank Product Obligations shall be deemed a Lender party hereto for purposes of any reference in a Credit Document to the parties for whom Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Credit Documents consist exclusively of such Affiliate’s right to share in payments and collections out of the the Guaranties as more fully set forth in Section 8.5.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Sustainability Structuring Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Sustainability Structuring Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and each Syndication Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause paragraph (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause paragraph (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of that: (i) the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto); (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E); (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations); (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Internal Revenue Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder; and (v) no fee or other compensation is being paid directly to the Administrative Agent, any Arranger or any Syndication Agent or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. (c) The Administrative Agent, each Arranger and each Syndication Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Collateral Agent and each Arranger and of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Collateral Agent and each Arranger and of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Collateral Agent or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.USActive 56005294.156005294.9 -232- (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or Commitments, the Swingline Commitment Dollar Working Capital Facility Uncommitted Tranche Portions and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) 12.16.1 Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that at least one of the following is and will be true: (i) a. such Lender is not using “"plan assets” " (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans benefit plans with respect to such Lender’s Xxxxxx's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) b. the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s Xxxxxx's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (Ai) such Lender is an investment fund managed by a “"Qualified Professional Asset Manager” " (within the meaning of Part VI of PTE 84-14), (Bii) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (Ciii) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 84- 14, and (Div) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s Xxxxxx's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) d. such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) 12.16.2 In addition, unless either (1) sub-clause (i) in the immediately preceding clause (ac) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (ac), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s Xxxxxx's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 8414 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender Bank (x) represents and warrants, as of the date such Person became a Lender Bank party hereto, to, and (y) covenants, from the date such Person became a Lender Bank party hereto to the date such Person ceases being a Lender Bank party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that at least one of the following is and will be true: (i) such Lender Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender Bank to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such LenderBank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such LenderBank. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender Bank or (2) a Lender Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender Bank further (x) represents and warrants, as of the date such Person became a Lender Bank party hereto, to, and (y) covenants, from the date such Person became a Lender Bank party hereto to the date such Person ceases being a Lender Bank party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender Bank involved in such LenderBank’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Transaction Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) of one or more Benefit Plans with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Internal Revenue Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Lead Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender Lxxxxx involved in such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender party to the Eighth Amendment Agreement (x) represents and warrants, as of the date such Person person became a Lender party hereto, to, and (y) covenants, from the date such Person person became a Lender party hereto to the date such Person person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-91- 38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to such Lender’s entrance into, participation in, administration exempt from the prohibitions of and performance Section 406 of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.ERISA (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or the Lead Arrangers or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline Commitment; Commitments, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.for (b) In addition, (I) unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) if such sub-clause (i) is not true with respect to a Lender and such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that that: (i) none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 186 (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Administrative Agent, the Lead Arrangers or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement. (c) The Administrative Agent and the Lead Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. SECTION 11 Miscellaneous 11.1

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to be exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such Such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any of their Subsidiaries, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, Loans or the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or any of their Subsidiaries, that none of the Administrative Agent, any the Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or the Lead Arrangers or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any the Lead Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).and

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, the Collateral Agent and each Arranger and of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Benefit Plans employee benefit plans (as defined in Section 3(2) of ERISA) in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975, such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, the Collateral Agent and each Arranger and of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and the Collateral Agent or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Financing Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agents and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 8414 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agents and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and Agents or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative any Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto). (c) The Agents and the Lead Arrangers hereby inform the Lenders that each such Person is not undertaking to provide investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that each such Person has a financial interest in the transactions contemplated hereby in that each such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, letters of credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, letters of credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, letters of credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a1) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, solely for the benefit of, the Administrative Agent, each Arranger the Arrangers and the Bookrunners and their respective AffiliatesAffiliates (the “Relevant Parties”), and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (ia) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters Letter of Credit, the Revolving Credit Commitments or the Swingline CommitmentCommitments; (iib) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable applicable, and the conditions of such exemptions are satisfied will continue to be satisfied, with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters Letter of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iiic) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters Letter of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters Letter of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied, and the conditions of such exemption are satisfied and will continue to be satisfied, with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters Letter of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (ivd) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b2) In addition, (I) unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) if such sub-clause (i) is not true with respect to a Lender and such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective AffiliatesRelevant Parties, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that that: (a) none of the Administrative Agent, any Arranger and their respective Affiliates Relevant Parties is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, or any documents related heretoof the other Loan Documents); (b) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, a registered investment adviser, a registered broker-dealer or other person that has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), as amended from time to time; (c) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letter of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies; (d) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letter of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder; and (e) no fee or other compensation is being paid directly to any Relevant Party for investment advice (as opposed to other services) in connection with the Loans, the Letter of Credit, the Commitments or this Agreement. (3) Each of the Administrative Agent, the Arrangers and the Bookrunners hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letter of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letter of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letter of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. For purposes of this Section 9.12, the following definitions apply to each of the capitalized terms below:

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or the other Loan Parties, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; Commitments, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender., (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (xA) represents and warrants, as of the date such Person became a Lender party hereto, to, and (yB) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that that: none of the Administrative Agent, Agent or any Arranger and their of its respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, in administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, the Lead Arrangers or any Arranger and of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Loan Party, that at least one (1) of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans Plan Assets with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline CommitmentLoan Documents; (ii) the transaction exemption set forth in one (1) or more PTEsprohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time (a “PTE”), such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable and the conditions are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this AgreementLoan Documents; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this AgreementLoan Documents, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this Agreement Loan Documents satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this AgreementLoan Documents; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (ia)(i) in the immediately preceding clause (a) above is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iva)(iv) in the immediately preceding clause (a)above, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger the Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Loan Party, that none of the Administrative Agent, any Arranger and the Arranger, or their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or and the Swingline Commitment and this Agreement Loan Documents (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Borrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Borrower or any other Loan Party, that none of the Administrative Agent, any Arranger and Arranger, or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto). (c) The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Restricted Person, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans (as defined below) with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments or the Swingline CommitmentTerm Loan Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments, the Term Loan Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments, the Term Loan Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments, the Term Loan Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Loan Commitments, the Term Loan Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline CommitmentL/C Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments, the L/C Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments, the L/C Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments, the L/C Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments, the L/C Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto). (c) The Administrative Agent, each Arranger and their respective Affiliates hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Revolving Credit Commitments, the L/C Commitments, this Agreement or any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit, the Revolving Credit Commitments or the L/C Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 11.09(a)(i) is true with respect to a Lender or (2) a such Lender has provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (aSection 11.09(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that that: (i) none of the Administrative Agent, any Arranger and Arranger, the Documentation Agent or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderLxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto), (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), (iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the obligations), (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (v) no fee or other compensation is being paid directly to the Administrative Agent, or any Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. (c) The Administrative Agent and each Arranger and the Documentation Agent hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1I) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2II) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, Agent or any Arranger and their respective of its Affiliates is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Credit Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Borrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Commitments, or the Swingline Commitmentthis Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) ), or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer administer, and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement, (C) the entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 14, and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement; or (iv) such other representation, warranty warranty, and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty warranty, and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowerany Borrower or any other Loan Party, that none of the Administrative Agent, any Arranger Arranger, and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of of, and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment Commitments, and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document, or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person Person(a) became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) : - 134 - \\DC - 769032/000001 - 15799738 v7 such Lender is not using “plan assets” (within the meaning of of(i) Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s 's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) this Agreement, the transaction exemption set forth in one or more PTEs, such as as(ii) PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s 's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) , (A) such Lender is an investment fund managed by a “Qualified Qualified(iii) Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s 's entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) , or such other representation, warranty and covenant as may be agreed agreed(iv) in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1) sub-clause (i) in the immediately preceding preceding(b) clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).. - 135 - \\DC - 769032/000001 - 15799738 v7 [Signature Pages Follow] - 136 - \\DC - 769032/000001 - 15799738 v7

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sub- sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliatesaffiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Advances or the Swingline its Commitment;, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Aggregate Commitment Amount and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such 742613903 21686243 Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their respective Affiliatesits affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, Agent or any Arranger and of their respective Affiliates affiliates is a fiduciary with respect to the Collateral or the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Transaction Document or any documents related heretoto hereto or thereto). (c) The Administrative Agent hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an affiliate thereof (i) may receive interest or other payments with respect to the Advances, the Aggregate Commitment Amount, this Agreement and any other Transaction Documents (ii) may recognize a gain if it extended the Advances or the Aggregate Commitment Amount for an amount less than the amount being paid for an interest in the Advances or the Aggregate Commitment Amount by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Transaction Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;Commitments, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s US-DOCS\151470090.12 entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement;, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that none of the Administrative Agent, Agent or the Lead Arrangers or any Arranger and of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretoto hereto or thereto).

Certain ERISA Matters. (a) Each Lender (xLender(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerCompany, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within assets”(within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;this Agreement, (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE accounts),PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-91- 38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within Manager”(within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; , or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, of the Administrative Agent, the Collateral Agent and each Arranger and of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Loan Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwiseERISA) of one or more Benefit Plans employee benefit plans (as defined in Section 3(2) of ERISA) in connection with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments Loans or the Swingline CommitmentCommitments; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975, such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; ; 110 Bakersfield Refinery – Senior Credit Agreement (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto).

Certain ERISA Matters. (aA) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other party to the Transaction Documents: (i) for the Class A Lenders, that such Lender is not a Benefit Plan and is not using the assets of a Benefit Plan with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Advances, the Commitments or this Agreement; or (ii) for the Class B Lenders, at least one of the following is and will be true: (ia) such Lender is not a Benefit Plan and is not using “plan assets” (within the meaning assets of Section 3(42) of ERISA or otherwise) of one or more a Benefit Plans Plan with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment;other transactions under this Agreement; or (iib) such Lender is an Initial Class B Lender and is a Benefit Plan or is using the assets of a Benefit Plan with respect to such Lender’s entrance into, 118556040.20118095118.53 -84- participation in, administration of and/or performance of the Advances, Commitments or other transactions under this Agreement in a manner that does not cause the assets of the Borrower to be the assets of a Benefit Plan (as determined under 29 CFR § 2510.3-101 as modified by Section 3(42) of ERISA) or for the holdings of the Class B Advances or Class B Commitments by a Benefit Plan to be “significant” (as determined under 29 CFR § 2510.3-101 as modified by Section 3(42) of ERISA) or Plan Asset Threshold to be breached and at least one of the following is and will be true: 10. (1) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; 11. (iii2) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14) (a “Qualified Professional Asset Manager”), (B2) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C3) the entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D4) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or 12. (iv3) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (bB) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 7.23(A)(ii)(a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a)Class B Lender, such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other party to the Transaction Documents, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit LoansAdvances, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or 118556040.20118095118.53 -85- exercise of any rights by the Administrative Agent under this Agreement Agreement, any Transaction Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such LenderLexxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender, and communicated to the Borrower in a timely manner. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwiseotherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, Credit or the Revolving Credit Commitments or the Swingline Commitmentthis Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect respectso as to exempt from the prohibitions of Section 406 of ERISA or Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) . In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender., (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (aSection 9.10(a)(i) is true with respect to a Lender or (2ii) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (aSection 9.10(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, Agent and not, for the avoidance of doubt, to or for the benefit of the any Borrower, that none of the Administrative Agent, any Arranger and their respective Affiliates Agent is not a fiduciary with respect to the assets of such Lender involved in such LenderXxxxxx’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).

Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers or the other Loan Parties, that at least one of the following is and will be true: : (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwisethe Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment; Commitments, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84111 -14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a such Lender has not provided another representation, warranty and covenant as provided in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (xA) represents and warrants, as of the date such Person became a Lender party hereto, to, and (yB) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Agent and their its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the BorrowerBorrowers, that that: none of the Administrative Agent, Agent or any Arranger and their of its respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, in administration of and performance of the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, the Revolving Credit Commitments or the Swingline Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement Agreement, any Loan Document or any documents related heretohereto or thereto).