Common use of No Fiduciary Duty Clause in Contracts

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

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

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

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

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

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

No Fiduciary Duty. The Administrative Agent, each Lender Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.22, the “LendersCredit Parties”), ) may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliatesBorrowers. The Borrower Each Obligor agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Credit Parties and the Borrowers, their stockholders or their affiliates. Each Obligor acknowledges and agrees that (i) the transactions contemplated by the Loan Documents are arm’s-length commercial transactions between the Credit Parties, on the one hand, and the Borrower and any Guarantor, its stockholders or its affiliatesObligors, on the other. The Borrower acknowledges and agrees that , (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (bii) in connection therewith and with the process leading theretoto such transactions, each of the Credit Parties is acting solely as a principal and not the fiduciary of the Obligors, their management, stockholders, creditors or any other person, (iiii) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates Obligor with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates Obligor on other matters), (iv) or each of the Credit Parties may be engaged in a broad range of transactions that involve interests that differ from those of the Obligors and their Affiliates, and no Credit Party has any other obligation to disclose any of such interests to the Borrower Obligors or any Guarantor except the obligations expressly set forth in the Loan Documents their Affiliates and (iiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it Obligor has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Obligor further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. The Borrower Each Obligor agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantorsuch Obligor, in connection with such transaction the transactions contemplated hereby or the process leading thereto.

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

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

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

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

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

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

No Fiduciary Duty. The Administrative Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the GuarantorsBorrowers, their respective stockholders and/or their affiliates. The Each Borrower agrees that nothing in the Loan Credit Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Agent or Lender, on the one hand, and the Borrower and any GuarantorBorrower, its stockholders or its affiliates, on the other. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ai) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Agents and the Lenders, on the one hand, and the Borrower each Borrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Agent or Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorBorrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Agent or Lender has advised, is currently advising or will advise the Borrower or any GuarantorBorrower, its stockholders or its Affiliates on other matters) or any other obligation to the any Borrower or any Guarantor except the obligations expressly set forth in the Loan Credit Documents and (iiy) each Lender is acting solely as principal principal, and not each Agent is acting as agent solely for the Lenders, and no Lender nor any Agent is acting as the agent or fiduciary of the Borrower or any GuarantorBorrower, its management, stockholders, creditors or any other Person. The Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower agrees that it will not claim that any Agent or Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantorsuch Borrower, in connection with such transaction or the process leading thereto.

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

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

No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantor, its stockholders or its affiliates, on the other. The Borrower Company hereby acknowledges and agrees that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (ii) each Lender Initial Purchaser is acting solely as principal and not as the an agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or Company and (b) the Company’s engagement of the Initial Purchaser in connection with the offering and the process leading up to the offering pursuant to the Purchase Agreement is as an independent contractor and not in any other Personcapacity. The Borrower acknowledges and Furthermore, the Company agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is solely responsible for making its own independent judgment judgments in connection with respect to such transactions and the process leading theretooffering, the Registered Exchange Offer or a Shelf Registration (irrespective of whether the Initial Purchaser has advised or is currently advising the Company on related or other matters). The Borrower Company agrees that it will not claim that any Lender the Initial Purchaser has rendered advisory services of any nature or respect, or owes a owe an agency, fiduciary or similar duty to the Borrower or any GuarantorCompany, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Company and you. Very truly yours, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: UBS Securities LLC By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, or such shorter period as will terminate when all New Securities held by Exchanging Dealers or the Initial Purchaser have been sold pursuant hereto, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. Furthermore, any Broker-Dealer that acquired any of the old notes directly from us: • may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), ), as interpreted in the Commission’s letter to Xxxxxxxx & Xxxxxxxx dated July 2, 1993 and similar no-action letters; and • must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Act relating to any resale transaction. See “Plan of Distribution.” Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will comply with the registration and prospectus delivery requirements of the Act in connection with any offer, resale or other transfer of such New Securities, including information with respect to any selling holder required by the Act in connection with the resale of the New Securities. See “Plan of Distribution.”

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

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

No Fiduciary Duty. The Administrative Agent, the Arranger, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliatesits Affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will this Agreement or otherwise shall be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and the Borrower and any GuarantorBorrower, its stockholders or its affiliates, on the otherAffiliates. The Borrower acknowledges and agrees that (ai) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) this Agreement are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower Borrower, on the other, and (bii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (iiii) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents this Agreement and (iiiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will shall not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorBorrower, in connection with such transaction or the process leading thereto. To the fullest extent permitted by law the Borrower hereby waives and releases any claims that it may have against each of the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

No Fiduciary Duty. The Administrative (a) Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphSection 12.15, the “LendersLender Parties”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliatesBorrowers. The Each Borrower agrees that that, except as expressly provided otherwise in Section 12.04(b)(iv), nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Lender Parties and the Borrowers, its stockholders or its affiliates in connection with the transactions contemplated hereby. The Borrowers acknowledge and agree that (i) the transactions contemplated by the Loan Documents are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower and any Guarantor, its stockholders or its affiliatesBorrowers, on the other. The Borrower acknowledges and agrees that , (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (bii) in connection therewith and with the process leading theretoto such transactions contemplated by the Loan Documents each of the Lender Parties is acting solely as a principal and not the fiduciary of each of the Borrower, its management, stockholders, creditors or any other person, (iiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the any Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the any Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (iiiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. The Each Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantorsuch Borrower, in connection with such transaction the transactions contemplated hereby or the process leading thereto. (b) The Credit Parties further acknowledge and agree, and acknowledges its subsidiaries’ understanding, that each Lender Party and each Agent and Arranger is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Lender Party, Agent or Arranger may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, any Credit Party and other companies with which any Credit Party may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Lender Party or any such Agent or Arranger or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. (c) In addition, the Credit Parties acknowledge and agree, and acknowledge their subsidiaries’ understanding, that each Lender Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which any Credit Party may have conflicting interests regarding the transactions described herein and otherwise. No Lender Party nor its Affiliates will use confidential information obtained from any Credit Party, its Affiliates and/or its representatives by virtue of the Transactions contemplated by the Loan Documents or their other relationships with any Credit Party in connection with the performance by such Lender Party or its Affiliates of services for other companies, and no Lender Party nor its Affiliates will furnish any such information to other companies. The Credit Parties also acknowledge that no Lender Party has any obligation to use in connection with the Transactions contemplated by the Loan Documents, or to furnish to any Credit Party, confidential information obtained from other companies.

No Fiduciary Duty. The Administrative Agent, the Collateral Agent, each Lender and their Affiliates respective Related Parties (collectively, solely for purposes of this paragraphSection 9.19, the “Lenders”), may have economic interests that conflict with those of Holdings, the Borrower and the Guarantors, their Subsidiaries and their respective stockholders and/or their affiliatesRelated Parties (collectively, solely for purposes of this Section 9.19, the “Loan Parties”). The Borrower Each Loan Party agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantor, its stockholders or its affiliatessuch Loan Party, on the other. The Holdings and the Borrower acknowledges acknowledge and agrees agree that (ai) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower Loan Parties, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorLoan Party, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any GuarantorLoan Party, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor Loan Party except the obligations expressly set forth in the Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorLoan Party, its management, stockholders, creditors or any other Person. The Holdings and the Borrower acknowledges acknowledge and agrees agree that it each Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Holdings and the Borrower agrees agree that it the Loan Parties will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorLoan Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. The Administrative AgentCompany and the Selling Shareholder hereby acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement, each Lender and their Affiliates (collectivelyincluding, solely for purposes of this paragraphwithout limitation, the “Lenders”), may have economic interests that conflict with those determination of the Borrower public offering price of the Securities and any interaction that the underwriters have with the Company, the Selling Shareholder and/or their respective representatives or agents in relation thereto, is part of an arm’s-length commercial transaction between the Company and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderSelling Shareholder, on the one hand, and the Borrower Underwriters and any Guarantor, its stockholders or its affiliatesaffiliate through which it may be acting, on the other. The Borrower acknowledges and agrees that , (ab) the transactions contemplated by Underwriters are acting as principal and not as an agent or fiduciary of the Loan Documents (including Company or the exercise Selling Shareholder and, with respect to any natural person Selling Shareholder, the interactions engaged in with respect to this Agreement or the sale of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions the Securities between the LendersUnderwriters and any such affiliates, on the one hand, and the Borrower any such Selling Shareholder and any such representatives or agents, on the other, will not be deemed to form a relationship with such Selling Shareholder that would require any Underwriter to treat the Selling Shareholder as a “retail customer” for purposes of Regulation Best Interest (“Reg BI”) pursuant to Rule 15l-1 of the Exchange Act, or a “retail investor” for purposes of Form CRS (“Form CRS”) pursuant to Rule 17a-14 of the Exchange Act and (bc) the engagement of the Underwriters by the Company and the Selling Shareholder in connection therewith with the offering and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates with respect up to the transactions offering is as independent contractors and not in any other capacity. Furthermore, the Company and the Selling Shareholder agree that they are solely responsible for making their own judgments in connection with the offering and other matters addressed herein or contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender of the Underwriters has advised, advised or is currently advising the Company or will advise the Borrower Selling Shareholder on related or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person). The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions Company and the process leading thereto. The Borrower agrees Selling Shareholder also acknowledge and agree that it will the Underwriters have not claim that rendered to them any Lender has rendered investment advisory services of any nature or respectrespect and will not claim that the Underwriters owe any agency, or owes a fiduciary or similar duty to the Borrower or any Guarantorthem, in connection with the offering and such transaction other matters or the process leading thereto. In addition, any natural person Selling Shareholder further acknowledges and agrees that the Underwriters have not made any recommendation to them with respect to their personal circumstances in connection with the offering or such other matters or the process leading thereto and that the Underwriters have not assumed any type of obligation under Reg BI or Form CRS in respect of any natural person Selling Shareholder as a result of entry into this Agreement or the activities contemplated hereby. The Selling Shareholder further acknowledges and agrees that, although the Underwriters may provide the Selling Shareholder with certain Reg BI and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to the Selling Shareholder to participate in the offering or sell any Underwritten Securities at the purchase price set forth in Section 2 above, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. The Company further acknowledges and agrees that in any and all discussions with the Underwriters in connection with this Agreement and the matters contemplated hereby, that the Underwriters are providing services solely to the Company and all such employees, officers or directors of the Company engaged in such discussions are acting solely as representatives of the Company not in their individual or personal capacity as potential selling shareholders or as representatives of the Selling Shareholder, and that any view expressed or recommendation that may be deemed to be made by the Underwriters is expressed or made solely to and for the benefit of the Company.

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

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

No Fiduciary Duty. (a) The Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 16.16, the “Lenders”), may have economic interests that conflict with those of the Borrower and the GuarantorsBorrower, their respective stockholders its Subsidiaries and/or their affiliatesAffiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower Borrower, their Subsidiaries and any Guarantor, its stockholders or its affiliatestheir Affiliates, on the otherother hand. The Borrower acknowledges and agrees that (ai) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the Lenders, on the one hand, and the Borrower Borrower, on the otherother hand, and (bii) in connection therewith and with the process leading thereto, (iA) no Lender has assumed an advisory or fiduciary responsibility in favor favour of the Borrower Borrower, their Subsidiaries or any Guarantor, its stockholders or its their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower Borrower, their Subsidiaries or any Guarantor, its stockholders or its their Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (iiB) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorBorrower, its their management, stockholdersshareholders, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorBorrower, in connection with such transaction transactions or the process leading thereto. (b) The Borrower acknowledges that (i) each Lender may be involved in a broad range of activities (including providing debt financing, equity capital, financial advisory or other services to other Persons) in respect of which the Borrower, their Subsidiaries and/or its Affiliates may have conflicting interests regarding the Credit Facilities or otherwise and (ii) no Lender has any obligation to (A) disclose such other activities to the Borrower or (B) use in connection with the Credit Facilities, or furnish to the Borrower, confidential information obtained by such Lender from such other Persons.

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

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

No Fiduciary Duty. The Administrative Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphSection, the “Lenders”), ) may have economic interests that conflict with those of the Borrower and the GuarantorsCompany, their respective stockholders and/or their affiliatesAffiliates. The Borrower Company agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any GuarantorCompany, its stockholders or its affiliatesAffiliates, on the other. The Borrower Company acknowledges and agrees that (ai) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower Company, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorCompany, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any GuarantorCompany, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorCompany, its management, stockholders, creditors or any other PersonPerson with respect to the transactions contemplated hereby. The Borrower Company acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Company agrees that it will not assert any claim that against any Lender has rendered advisory services based on an alleged breach of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantor, by such Lender in connection with such transaction or this Agreement and the process leading theretotransactions contemplated hereby.

No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantor, its stockholders or its affiliates, on the other. The Borrower Company hereby acknowledges and agrees that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (ii) each Lender Initial Purchaser is acting solely as principal and not as the an agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or Company and (b) the Company’s engagement of the Initial Purchaser in connection with the offering and the process leading up to the offering pursuant to the Purchase Agreement is as an independent contractor and not in any other Personcapacity. The Borrower acknowledges and Furthermore, the Company agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is solely responsible for making its own independent judgment judgments in connection with respect to such transactions and the process leading theretooffering, the Registered Exchange Offer or a Shelf Registration (irrespective of whether the Initial Purchaser has advised or is currently advising the Company on related or other matters). The Borrower Company agrees that it will not claim that any Lender the Initial Purchaser has rendered advisory services of any nature or respect, or owes a owe an agency, fiduciary or similar duty to the Borrower or any GuarantorCompany, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Company and you. Very truly yours, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: UBS Securities LLC By: /s/ XXXXXXXXXXX XXXXXXXX Name: Xxxxxxxxxxx Xxxxxxxx Title: Managing Director UBS Securities LLC By: /s/ XXXXXXXX XXXXXX Name: Xxxxxxxx Xxxxxx Title: Associate Director UBS Securities, LLC Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, or such shorter period as will terminate when all New Securities held by Exchanging Dealers or the Initial Purchaser have been sold pursuant hereto, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. Furthermore, any Broker-Dealer that acquired any of the old notes directly from us: • may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), ), as interpreted in the Commission’s letter to Xxxxxxxx & Xxxxxxxx dated July 2, 1993 and similar no-action letters; and • must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Act relating to any resale transaction. See “Plan of Distribution.” Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will comply with the registration and prospectus delivery requirements of the Act in connection with any offer, resale or other transfer of such New Securities, including information with respect to any selling holder required by the Act in connection with the resale of the New Securities. See “Plan of Distribution.”

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

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

No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphSection 11.20, the “Lenders”), may have economic interests that conflict with those of the Borrower Borrower, the Seller and the GuarantorsParent (collectively, solely for purposes of this Section 11.20, the “Credit Parties”), their respective stockholders and/or their affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Facility Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantorsuch Credit Party, its stockholders or its affiliates, on the other. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ai) the transactions contemplated by the Loan Facility Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Administrative Agent and the Lenders, on the one hand, and the Borrower Credit Parties, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no neither the Administrative Agent nor Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorCredit Party, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent or any Lender has advised, is currently advising or will advise the Borrower or any GuarantorCredit Party, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor Credit Party except the obligations expressly set forth in the Loan Facility Documents and (iiy) the Administrative Agent and each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorCredit Party, its management, stockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that the Administrative Agent or any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantorsuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those Each of the Borrower Company and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantor, its stockholders or its affiliates, on the other. The Borrower Selling Shareholders hereby acknowledges and agrees that (a) the transactions contemplated by purchase and sale of the Loan Documents (Shares pursuant to this Agreement, including the exercise determination of rights the public offering price of the Shares and remedies hereunder and thereunder) are any related discounts or commissions, is an arm’s-length commercial transactions transaction between the LendersCompany and the Selling Shareholders, on the one hand, and the Borrower Underwriters or any affiliate through which they may be acting, on the other, and (b) in connection therewith and with the process leading theretoto such transaction, each Underwriter is acting solely as principal and not as an agent or fiduciary of the Company or its shareholders, creditors, employees or the Selling Shareholders or any other party, (ic) its engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity, (d) no Lender Underwriter has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates Company with respect to the transactions offering contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender of the Underwriters has advised, advised or is currently advising or will advise the Borrower Company or any Guarantor, its stockholders of the Selling Shareholders on related or its Affiliates on other matters) or and no Underwriter has any other obligation to the Borrower Company or any Guarantor the Selling Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in the Loan Documents this Agreement and (iie) each Lender is acting solely as principal the Underwriters and not as the agent or fiduciary their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower or any GuarantorCompany and the Selling Shareholders. Furthermore, its management, stockholders, creditors or any other Person. The Borrower acknowledges each of the Company and the Selling Shareholders agrees that it is solely responsible for making its own judgments in connection with the offering and has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions appropriate. Each of the Company and the process leading thereto. The Borrower Selling Shareholders agrees that it will not claim that any Lender has the Underwriters have rendered advisory services of any nature or respect, or owes a owe an agency, fiduciary or similar duty to the Borrower Company or any Guarantorthe Selling Shareholders, in connection with such transaction or the process leading thereto.

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

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

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

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

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

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

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

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

No Fiduciary Duty. The Administrative AgentCompany and the Selling Stockholders hereby acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement, each Lender including without limitation the determination of the public offering price of the Securities and their Affiliates (collectively, solely for purposes of this paragraphany interaction that the underwriters have with the Company, the “Lenders”)Selling Stockholders and/or their respective representatives or agents in relation thereto, may have economic interests that conflict with those is part of an arm’s-length commercial transaction between the Borrower Company and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderSelling Stockholders, on the one hand, and the Borrower Underwriters and any Guarantor, its stockholders or its affiliatesaffiliate through which it may be acting, on the other. The Borrower acknowledges , (b) the Underwriters are acting as principal and agrees that (a) not as an agent or fiduciary of the Company or the Selling Stockholders and, with respect to any natural person Selling Stockholder, the interactions engaged in with respect to this Agreement or the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions hereby between the LendersUnderwriters and any such affiliates, on the one hand, and the Borrower any such Selling Stockholder and any such representatives or agents, on the other, will not be deemed to form a relationship with such Selling Stockholder that would require any Underwriter to treat the Selling Stockholder as a “retail customer” for purposes of Regulation Best Interest (“Reg BI”) pursuant to Rule 15l-1 of the Exchange Act, or a “retail investor” for purposes of Form CRS (“Form CRS”) pursuant to Rule 17a-14 of the Exchange Act, (c) the Company’s and (b) Selling Stockholders’ engagement of the Underwriters in connection therewith with the offering and with the process leading theretoup to the offering is as independent contractors and not in any other capacity, (id) no Lender has assumed an advisory the Underwriters have not provided any recommendation or fiduciary responsibility in favor investment advice nor have the Underwriters solicited any action from the Company or any of the Borrower or any Guarantor, its stockholders or its Affiliates Selling Stockholders with respect to the transactions public offering of the Securities, and (e) although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to the Company or any of the Selling Stockholders in connection with the public offering, the Representatives and the other Underwriters are not making a recommendation to the Company or any of the Selling Stockholders to enter into this Agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation. Furthermore, the Company and the Selling Stockholders agree that they are solely responsible for making their own judgments in connection with the offering and other matters addressed herein or contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender of the Underwriters has advised, advised or is currently advising or will advise the Borrower Company or any Guarantor, its stockholders Selling Stockholder on related or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents ), and (ii) each Lender is acting solely as principal have consulted their own legal, accounting, financial, regulatory and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial tax advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions appropriate. The Company and the process leading thereto. The Borrower agrees Selling Stockholders agree that it they will not claim that any Lender has the Underwriters have rendered advisory services of any nature or respect, or owes a owe any agency, fiduciary or similar duty to the Borrower Company or any Guarantorof the Selling Stockholders, in connection with such transaction or the process leading thereto. In addition, any natural person Selling Stockholder further acknowledges and agrees that the Underwriters have not made any recommendation to them with respect to their personal circumstances in connection with the offering or such other matters or the process leading thereto and that the Underwriters have not assumed any type of obligation under Reg BI or Form CRS in respect of any natural person Selling Stockholder as a result of entry into this Agreement or the activities contemplated hereby. The Selling Stockholder further acknowledges and agrees that, although the Underwriters may provide the Selling Stockholder with certain Reg BI and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to the Selling Stockholder to participate in the offering or sell any Underwritten Securities at the purchase price set forth in Section 2 above, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

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

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

No Fiduciary Duty. The Administrative Agent, each Lender Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.20, the “LendersCredit Parties”), ) may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliatesBorrowers. The Borrower Each Obligor Party agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Credit Parties and the Borrowers, their stockholders or their affiliates. Each Obligor Party acknowledges and agrees that (i) the transactions contemplated by the Loan Documents are arm’s-length commercial transactions between the Credit Parties, on the one hand, and the Borrower and any Guarantor, its stockholders or its affiliatesObligors, on the other. The Borrower acknowledges and agrees that , (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (bii) in connection therewith and with the process leading theretoto such transactions, each of the Credit Parties is acting solely as a principal and not the fiduciary of the Obligors, their management, stockholders, creditors or any other person, (iiii) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates Obligor with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates Obligor on other matters), (iv) or each of the Credit Parties may be engaged in a broad range of transactions that involve interests that differ from those of the Obligor Parties and their Affiliates, and no Credit Party has any other obligation to disclose any of such interests to the Borrower Obligor Parties or any Guarantor except the obligations expressly set forth in the Loan Documents their Affiliates and (iiv) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it Obligor has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Obligor Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. The Borrower Each Obligor Party agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower such Obligor Party or any Guarantorother Obligor, in connection with such transaction the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraphSection 10.15, the “LendersBanks”), may have economic interests that conflict with those of the Borrower Company and the Guarantors, their respective its stockholders and/or their affiliates. The Borrower Company agrees that nothing in the Loan Credit Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderBank, on the one hand, and the Borrower and any GuarantorCompany, its stockholders or its affiliates, on the other. The Borrower Company acknowledges and agrees that (ai) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBanks, on the one hand, and the Borrower Company, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorCompany, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Bank has advised, is currently advising or will advise the Borrower or any GuarantorCompany, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor Company except the obligations expressly set forth in the Loan Credit Documents and (iiy) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorCompany, its management, stockholders, stockholders or creditors or any other Person. The Borrower Company acknowledges and agrees that it the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Company agrees that it will not claim that any Lender Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorCompany, in connection with such transaction or the process leading thereto.

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

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

No Fiduciary Duty. The Administrative Agent, each Lender Collateral Agent and the other Secured Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection 8.13, the “LendersLender Parties”), ) may have economic interests that conflict with those of the Borrower and the GuarantorsGrantors, their respective stockholders and/or their affiliatesrespective Affiliates. The Borrower Each Grantor agrees that nothing in this Agreement, any of the other Loan Documents and nothing in connection with or any of the transactions related thereto contemplated hereby or thereby (or the process leading thereto) will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and the Borrower and any Guarantorsuch Grantor, its stockholders or its affiliatesAffiliates, on the other. The Borrower Each Grantor acknowledges and agrees that (a) the transactions contemplated by the Loan Documents this Agreement (including including, without limitation, the exercise of rights and remedies hereunder and thereunderhereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Borrower Grantors, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorGrantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any GuarantorGrantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor Grantor except the obligations expressly set forth in this Agreement and the other Loan Documents and (ii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorGrantor, its management, stockholders, creditors or any other Person. The Borrower Each Grantor acknowledges and agrees that (A) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the negotiation, execution and delivery of this Agreement, the transactions contemplated by this Agreement and the process leading thereto, and (B) no joint venture is created hereby or otherwise exists by virtue of the transactions contemplated hereby among the Collateral Agent and the other Secured Parties or among any Grantor and any of the foregoing. The Borrower Each Grantor agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantorsuch Grantor, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. The Administrative Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraphSection 9.14, the “LendersBanks”), may have economic interests that conflict with those of the Borrower Company and the Guarantors, their respective its stockholders and/or their affiliates. The Borrower Company agrees that nothing in the Loan Credit Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderBank, on the one hand, and the Borrower and any GuarantorCompany, its stockholders or its affiliates, on the other. The Borrower Company acknowledges and agrees that (ai) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBanks, on the one hand, and the Borrower Company, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorCompany, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Bank has advised, is currently advising or will advise the Borrower or any GuarantorCompany, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor Company except the obligations expressly set forth in the Loan Credit Documents and (iiy) each Lender Bank is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorCompany, its management, stockholders, stockholders or creditors or any other Person. The Borrower Company acknowledges and agrees that it the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Company agrees that it will not claim that any Lender Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorCompany, in connection with such transaction or the process leading thereto.

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

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

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

No Fiduciary Duty. The Administrative Agent, Company and each Lender and their Affiliates (collectively, Guarantor hereby acknowledges that the Initial Purchaser is acting solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the Loan Documents and nothing as an initial purchaser in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on purchase and sale of the one hand, and the Borrower and any Guarantor, its stockholders or its affiliates, on the otherSecurities. The Borrower Company further acknowledges that the Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and agrees in no event do the parties intend that (a) the transactions contemplated by Initial Purchaser act or be responsible as a fiduciary to the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower Company or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its their management, stockholders, creditors or any other Personperson in connection with any activity that the Initial Purchaser may undertake or has undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors Initial Purchaser hereby expressly disclaims any fiduciary or similar obligations to the extent it deemed appropriate Company or any Guarantor, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and each Guarantor hereby confirms its understanding and agreement to that it is effect. The Company, each Guarantor and the Initial Purchaser agree that they are each responsible for making its their own independent judgment judgments with respect to any such transactions transactions, and that any opinions or views expressed by the process leading theretoInitial Purchaser to the Company or any Guarantor regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company or any Guarantor. The Borrower agrees Company and each Guarantor hereby waives and releases, to the fullest extent permitted by law, any claims that it will not claim that the Company or any Lender has rendered advisory services Guarantor may have against the Initial Purchaser with respect to any breach or alleged breach of any nature or respect, or owes a fiduciary or similar duty to the Borrower Company or any Guarantor, Guarantor in connection with the transactions contemplated by this Agreement or any matters leading up to such transaction or the process leading theretotransactions.

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

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

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

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

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

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

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

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

No Fiduciary Duty. The Each of the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Arranger, the Joint Book-Running Managers, each Lender and each L/C Issuer and each of their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the GuarantorsBorrowers, their respective stockholders and/or their affiliatesrespective Affiliates. The Borrower agrees Borrowers agree that nothing in the Loan Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantoreither Borrower, its stockholders or its affiliatesAffiliates, on the other. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (ai) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower each Borrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantoreither Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any GuarantorBorrowers, its their respective stockholders or its their respective Affiliates on other matters) or any other obligation to the either Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantoreither Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges Borrowers acknowledge and agrees agree that it has the Borrowers have consulted its their own legal and financial advisors to the extent it they deemed appropriate and that it is they are responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees Borrowers agree that it they will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantoreither Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative AgentIn connection with all aspects of each transaction contemplated by this Agreement, each Lender Credit Agreement Party acknowledges and their Affiliates agrees, and acknowledges the other Loan Parties’ understanding, that (collectivelyi) each transaction contemplated by this Agreement is an arm’s-length commercial transaction, solely for purposes of this paragraph, between the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderCredit Agreement Parties, on the one hand, and the Borrower Administrative Agent and any Guarantor, its stockholders or its affiliates, on the other. The Borrower acknowledges and agrees that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one other hand, and the Borrower on the other, and (bii) in connection therewith with each such transaction and with the process leading thereto, the Administrative Agent and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (iiii) no neither the Administrative Agent nor any Lender has assumed will assume an advisory or fiduciary responsibility in favor of the Borrower any Loan Party or any Guarantor, its stockholders or of its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent or any Lender has advised, advised or is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates Loan Party on other matters) and neither the Administrative Agent nor any Lender will have any obligation to any Loan Party or any other obligation of its Affiliates with respect to the Borrower or any Guarantor transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Documents Parties and their Affiliates, and (iiv) each neither the Administrative Agent nor any Lender is acting solely as principal and not as the agent has provided or fiduciary will provide any legal, accounting, regulatory or tax advice with respect to any of the Borrower or any Guarantortransactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, its managementaccounting, stockholdersregulatory, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial tax advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions deems appropriate. The matters set forth in this Agreement and the process leading theretoother Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand. The Borrower agrees Credit Agreement Parties agree that it will the Loan Parties shall not claim assert any claims that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Loan Party may have against the Borrower Administrative Agent or any Guarantor, in connection with such transaction Lender based on any breach or the process leading theretoalleged breach of fiduciary duty.

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

No Fiduciary Duty. The Administrative Agent, each Each Lender and their its respective Affiliates (collectively, solely for purposes of this paragraphSection 12.19, the “Lenders”), ) may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliatesObligors. The Borrower Each Obligor agrees that nothing in the any Loan Documents and nothing in connection Document, any Hedging Agreement with the transactions related thereto any Secured Hedging Provider or any Treasury Management Agreement will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and the Borrower and any GuarantorObligors, its stockholders their partners or its affiliates, on the othertheir Affiliates. The Borrower Each Obligor acknowledges and agrees that (a) the transactions with the Lenders contemplated by the Loan Documents (including Documents, the exercise of rights Hedging Agreements with Secured Hedging Providers and remedies hereunder and thereunder) the Treasury Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower applicable Obligors, on the other, and (b) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the agent or fiduciary of any Obligor, or of any Obligor’s management, partners, creditors or other Affiliates, (ic) no Lender has assumed an advisory or a fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates Obligor with respect to the transactions with Lenders contemplated hereby (by the Loan Documents, any Hedging Agreement or the exercise of rights or remedies with respect thereto) any Treasury Management Agreements or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates Obligor on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (iid) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it such Person has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Obligor further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Obligor agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantor, such Person in connection with such transaction the Loan Documents, any Hedging Agreement or any Treasury Management Agreement or the process leading thereto. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Vice President Address for Notices: 00000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 e-mail: xxxxx.xxxxxx@xxxxxxxx.xxx Attention: President Copy to: General Counsel Facsimile No: (000) 000-0000 e-mail: xxxxxx.xxxxx@xxxxxxxx.xxx Copy to: Xxxxxxxx Xxxxxx Xxxxx Xxxxx L.L.P. 000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 By: EXTERRAN GENERAL PARTNER, L.P., its general partner By: EXTERRAN GP LLC, its general partner By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Vice President and Chief Financial Officer Address for Notices: 00000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 e-mail: xxxxx.xxxxxx@xxxxxxxx.xxx Attention: President Copy to: General Counsel Facsimile No: (000) 000-0000 e-mail: xxxxxx.xxxxx@xxxxxxxx.xxx Copy to: Xxxxxxxx Xxxxxx Xxxxx Xxxxx L.L.P. 000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 ADMINISTRATIVE AGENT, ISSUING BANK, SWINGLINE LENDER AND LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxxx, Xx. Director Lending Office for ABR Loans and Eurodollar Loans: 000 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Address for Notices: Xxxxx Fargo Bank, National Association 0000 Xxxxxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Xx. Facsimile No.: 000-000-0000 CO-SYNDICATION AGENT AND LENDER: BANK OF AMERICA, N.A., as Co-Syndication Agent and Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: 0000 Xxxxxxx Xxxx B-2 CA4-702-02-25 Cancord, Calif. 94520 Attention: Xxxx X. Xxxx Facsimile No.: 000-000-0000 With copy to: Operations Contact Attention: n/a Facsimile No.: (000) 000-0000 CO-SYNDICATION AGENT AND LENDER: JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent and Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Underwriter Lending Office for ABR Rate Loans and Eurodollar Loans: Non-Agented Servicing Team 00 X. Xxxxxxxx Chicago, Illinois 60603 Facsimile No.: (000) 000-0000 Address for Notices: 000 Xxxx Xxxxxx, Xxxxx 00 Xxxxxxx, Xxxxx 00000-0000 Attention: Xxxxxx Xxxxxxx Facsimile No.: (000) 000-0000

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

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

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

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

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

No Fiduciary Duty. The Administrative Agent, each Lender and their respective Funding Agents and Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower Borrower, the Servicer and the GuarantorsSeller (collectively, solely for purposes of this Section 11.20, the “Credit Parties”), their respective stockholders and/or their affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Facility Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantorsuch Credit Party, its stockholders or its affiliates, on the other. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ai) the transactions contemplated by the Loan Facility Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Administrative Agent and the Lenders, on the one hand, and the Borrower Credit Parties, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no neither the Administrative Agent nor any Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorCredit Party, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent or any Lender has advised, is currently advising or will advise the Borrower or any GuarantorCredit Party, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor Credit Party except the obligations expressly set forth in the Loan Facility Documents and (iiy) the Administrative Agent and each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorCredit Party, its management, stockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that the Administrative Agent or any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantorsuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. DMSLIBRARY01\30351218.v6 The Administrative Agent, each Lender Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection, the “LendersLender Parties”), may have economic interests that conflict with those of the Borrower and the GuarantorsBorrower, their respective stockholders its securities holders and/or their affiliatesAffiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with or the transactions related thereto Related Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and the Borrower and any GuarantorBorrower, its stockholders securities holders or its affiliatesAffiliates, on the otherother hand. The Borrower acknowledges and agrees that (ai) the transactions contemplated by the Loan Documents and the Related Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Borrower Borrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorBorrower, its stockholders securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower or any GuarantorBorrower, its stockholders securities holders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents ), and (iiy) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and the Related Documents and not as the agent or fiduciary of the Borrower or any GuarantorBorrower, its management, stockholders, creditors securities holders or any other Personcreditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorBorrower, in connection with such transaction the transactions contemplated by the Loan Documents or the Related Documents or the process leading thereto.

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

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

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

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

No Fiduciary Duty. The Each Administrative Agent, each Lender and their Affiliates affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliatesAltria. The Borrower Altria agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto this Agreement will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and the Borrower and any GuarantorAltria, its stockholders or its affiliates, on the other. The Borrower Altria further acknowledges and agrees that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement and the process leading thereto. The Borrower Altria agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorAltria, in connection with such transaction this Agreement or the process leading thereto. [Signature pages omitted.] U.S.$_________________ FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a __________ corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of __________ (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Pro Rata Advances outstanding on the Termination Date made by the Lender to the Borrower pursuant to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 among Altria Group, Inc., the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined). The Borrower promises to pay interest on the unpaid principal amount of each Pro Rata Advance from the date of such Pro Rata Advance until such principal amount is paid in full, at such interest rate, and payable at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Pro Rata Advance are payable in Dollars to JPMCB, as Administrative Agent, for the account of the Lender at the office of JPMCB, located at 0000 Xxxxxx Xxxxxx, Houston, TX 77002, in same day funds. Each Pro Rata Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Pro Rata Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Pro Rata Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Pro Rata Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. [NAME OF BORROWER] By ___________________________ Name: Title:

No Fiduciary Duty. The Administrative Agent, each Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the GuarantorsRCC Parties, their respective stockholders and/or their affiliates. The Borrower Each RCC Party agrees that nothing in the Agreement or the Loan Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantorsuch RCC Party, its stockholders or its affiliates, on the other. The Borrower acknowledges RCC Parties acknowledge and agrees agree that (ai) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions between the Lenders, on the one hand, and the Borrower RCC Parties, on the other, and (bii) solely in connection therewith and solely with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorRCC Party, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any GuarantorRCC Party, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor RCC Party except the obligations expressly set forth in the Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorRCC Party, its management, stockholders, creditors or any other Person. The Borrower Each RCC Party acknowledges and agrees that it has consulted its 100 own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. The Borrower Each RCC Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantorsuch RCC Party, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantor, its stockholders or its affiliates, on the other. The Borrower Company acknowledges and agrees that (a) the transactions contemplated by Underwriters named in this Agreement are acting solely in the Loan Documents (including capacity of an arm’s length contractual counterparty to the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates Company with respect to the transactions any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of, the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) Company or any other obligation to person. Additionally, no such Underwriter is advising the Borrower Company, any of its subsidiaries or any Guarantor except the obligations expressly set forth of its affiliates as to any legal, tax, investment, accounting or regulatory matters in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Personjurisdiction. The Borrower acknowledges and agrees that it has consulted Company shall consult with its own legal advisors concerning such matters and financial advisors to the extent it deemed appropriate and that it is shall be responsible for making its own independent judgment investigation and appraisal of the transactions contemplated hereby, and such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters named in this Agreement of the Company, the transactions contemplated thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. Please confirm that the foregoing correctly sets forth the agreement between the Company and the process leading theretoseveral Underwriters. Very truly yours, QWEST CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President Confirmed as of the date first above mentioned: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC UBS Securities LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director By: UBS Securities LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Associate Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Name of Underwriter Principal Amount of Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 81,250,000 Xxxxxx Xxxxxxx & Co. LLC 81,250,000 UBS Securities LLC 81,250,000 Xxxxx Fargo Securities, LLC 81,250,000 RBC Capital Markets, LLC 32,000,000 Xxxxxxx Xxxxx & Associates, Inc. 16,000,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 2,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 2,000,000 Xxxxxxxxxxx & Co. Inc. 2,000,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 2,000,000 Wedbush Securities Inc. 2,000,000 Advisors Asset Management 1,000,000 Ameriprise Financial Services, Inc. 1,000,000 X.X. Xxxxxxx and Company 1,000,000 BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, LLC 1,000,000 BNY Mellon Capital Markets, LLC 1,000,000 X.X. Xxxx & Associates, Inc. 1,000,000 City Securities Corporation 1,000,000 X.X. Xxxxxxxx & Co. 1,000,000 Xxxxxxxxx & Company LLC 1,000,000 HRC Investment Services, Inc. 1,000,000 KeyBanc Capital Markets Inc. 1,000,000 Mesirow Financial, Inc. 1,000,000 Xxxxxx X. Xxxxx & Co. Incorporated 1,000,000 Southwest Securities, Inc. 1,000,000 Sterne, Agee & Xxxxx, Inc. 1,000,000 The Xxxxxxxx Capital Group, L.P. 1,000,000 Xxxxxxx Xxxxx & Company, L.L.C. 1,000,000 Total $ 400,000,000 • Final Term Sheet relating to the Securities, dated June 14, 2012 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC UBS Securities LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 UBS Securities LLC 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Ladies and Gentlemen: Reference is made to the Underwriting Agreement, dated June 14, 2012 (the “Underwriting Agreement”), between Qwest Corporation, a Colorado corporation (the “Company”), and the several Underwriters named in Schedule I thereto (the “Underwriters”). The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty Underwriting Agreement provides for the sale to the Borrower or any GuarantorUnderwriters, and the purchase by the Underwriters, severally and not jointly, from the Company, subject to the terms and conditions set forth therein, of $400,000,000 aggregate principal amount of the Company’s 7.00% Notes due 2052 (the “Securities”) to be issued pursuant to an Indenture dated as of October 15, 1999, between the Company (formerly named US WEST Communications, Inc.) and Bank of New York Trust Company, National Association (as successor in connection with such transaction or interest to Bank One Trust Company and X.X. Xxxxxx Trust Company, National Association), as amended and supplemented to the process leading theretodate hereof, and as will be further supplemented by the Eleventh Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, to be dated as of June 25, 2012 relating to the Securities. This Agreement is the Price Determination Agreement referred to in the Underwriting Agreement.

No Fiduciary Duty. The Administrative Each Agent, each Lender Lender, each Arranger, each Bookrunner and their respective Affiliates (collectively, solely for purposes of this paragraphSection 10.24, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantorseach Borrower, their respective its stockholders and/or their affiliatesits Affiliates and no Lender has any obligation to disclose any of such interests to any Borrower, its stockholders and/or its Affiliates. The Each Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantorsuch Borrower, its stockholders or its affiliatesAffiliates, on the other. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (ax) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower Borrowers, on the other, and (by) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorBorrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any GuarantorBorrower, its stockholders or its Affiliates on other matters) or any other obligation to the any Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and Documents, (ii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorBorrower, its management, stockholders, creditors or any other PersonPerson and (iii) no Lender has any obligation to the Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents. The Each Borrower acknowledges and agrees that it such Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is (x) is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents and (y) responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower agrees that it will not claim and to the fullest extent permitted by law, hereby waives and releases any claim that it may have against any Lender (i) that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantorsuch Borrower, in connection with such transaction or the process leading theretothereto Lenders and (ii) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Fiduciary Duty. Each of the Company and the Parent Guarantor hereby acknowledges that in connection with the offering of the Certificates: (a) the Underwriters have acted at arm’s length, are not agents and owe no fiduciary duties to, the Company, the Parent Guarantor or any other person, (b) the Underwriters owe the Company and the Parent Guarantor only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (c) the Underwriters may have interests that differ from those of the Company and the Parent Guarantor. The Administrative Agent, each Lender Company and the Parent Guarantor acknowledge that the Underwriters and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), affiliates may have economic provide financing or other services to parties whose interests that may conflict with those of the Borrower Company and the GuarantorsParent Guarantor and may enter into transactions in the Company’s and/or the Parent Guarantor’s common stock or other securities, including the Certificates, for their respective stockholders and/or accounts and their customers’ accounts. Each of the Company and the Parent Guarantor acknowledges that it is not relying on the advice of the Underwriters for tax, legal or accounting matters, that it is seeking and will rely on the advice of its own professionals and advisors for such matters and that it will make an independent analysis and decision regarding the offering of the Certificates based upon such advice. Each of the Company and the Parent Guarantor agrees that it will determine, without reliance upon the Underwriters or their affiliates, the economic risks and merits, as well as the legal, regulatory, tax and accounting characterizations and consequences, of the transactions herein, and that it is capable of assuming the risks of entering into the transactions described herein. The Borrower agrees Each of the Company and the Parent Guarantor acknowledges that nothing the Underwriters are not in the Loan Documents business of providing tax advice, that it has received tax advice from its own tax advisors with appropriate expertise to assess any tax risks and nothing that its senior executives at appropriate management positions have been apprised of such tax advice (and, if applicable, any tax risks) and the Underwriters’ disclaimers relating to tax matters. Each of the Company and the Parent Guarantor waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on offering of the one hand, and the Borrower and any Guarantor, its stockholders or its affiliates, on the other. The Borrower acknowledges Certificates and agrees that no Underwriter shall have any liability (awhether direct or indirect) to either the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (Company or the exercise Parent Guarantor in respect of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantor, in connection with such transaction or the process leading theretoclaim.

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

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

No Fiduciary Duty. The Administrative Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Borrower and the GuarantorsBorrower, their respective its stockholders and/or their its affiliates. The Borrower agrees that nothing in the Loan Credit Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any GuarantorBorrower, its stockholders or its affiliates, on the other. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ai) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower Borrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorBorrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any GuarantorBorrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Credit Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorBorrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorBorrower, in connection with such transaction or the process leading thereto.. - 148 -

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

No Fiduciary Duty. The Administrative Agent, the Lead Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 10.13, the “Lenders”), may have economic interests that conflict with those of the Borrower and the GuarantorsBorrower, their respective its stockholders and/or their affiliatesor its Affiliates. The Borrower hereby agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto or otherwise will be deemed to create an advisory, a fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any GuarantorBorrower, its stockholders or its affiliatesAffiliates, on the other. The Borrower acknowledges and agrees that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the Lenders, on the one hand, and the Borrower Borrower, on the other, and (b) in connection therewith and with the process leading theretotherewith, (i) no Lender has assumed an advisory or a fiduciary responsibility in favor of the Borrower or any GuarantorBorrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any GuarantorBorrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person). The Borrower hereby acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The In addition, the parties hereto acknowledge that that Citigroup Global Markets Inc., has been retained by the Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respectas financial advisor (in such capacity, or owes a fiduciary or similar duty the “Financial Advisor”) to the Borrower or any Guarantor, in connection with the Acquisition. The parties hereto agree to such transaction retention, and further agree not to assert any claim any party might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the process leading theretoone hand, the engagement of the Financial Advisor and, on the other hand, Citibank and its Affiliates’ relationships with the Borrower and the other parties hereto hereunder.

No Fiduciary Duty. The Administrative Agent, each Lender Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection, the “LendersLender Parties”), may have economic interests that conflict with those of the Borrower and the GuarantorsBorrower, their respective stockholders its securities holders and/or their affiliatesAffiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and the Borrower and any GuarantorBorrower, its stockholders securities holders or its affiliatesAffiliates, on the otherother hand. The Borrower acknowledges and agrees that (ai) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the LendersLender Parties, on the one hand, and the Borrower Borrower, on the other, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorBorrower, its stockholders securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower or any GuarantorBorrower, its stockholders securities holders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents ), and (iiy) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and not as the agent or fiduciary of the Borrower or any GuarantorBorrower, its management, stockholders, creditors securities holders or any other Personcreditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorBorrower, in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto. as Borrower By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Vice President and Treasurer as Administrative Agent, Swingline Lender and Lender By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Assistant Vice President By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Executive Director By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Assistant Vice President By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By /s/ Xxxxxxxx X. Xxxxxxxxx XX Name: Xxxxxxxx X. Xxxxxxxxx XX Title: Vice President By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory By /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory as Lender, By /s/ L. Xxxxxxx Xxxxxxx Name: L. Xxxxxxx Xxxxxxx Title: Assistant Secretary Treasurer By /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Vice President By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director By /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director By /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory By /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President - F014 By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President - W011 By /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President By /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President Union Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below Attention: Agency Group Ladies and Gentlemen: The undersigned, MidAmerican Energy Holdings Company, refers to the Credit Agreement, dated as of June 28, 2012 (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders and LC Issuing Banks party thereto, and Union Bank, N.A., as Administrative Agent and as Swingline Lender, and hereby gives you notice, irrevocably, pursuant to Section 2.02(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is __________________, 20__. (ii) The Type of Loans comprising the Proposed Borrowing is [Base Rate Loans][Eurodollar Rate Revolving Loans]. (iii) The aggregate amount of the Proposed Borrowing is $___________________.

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

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

No Fiduciary Duty. The Administrative Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the GuarantorsBorrower, their respective its stockholders and/or their its affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with or otherwise related to the transactions related thereto Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any GuarantorBorrower, its stockholders or its affiliates, on the otherother hand. The Borrower acknowledges parties hereto acknowledge and agrees agree that (ai) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower and its Subsidiaries, on the otherother hand, and (bii) in connection therewith and with the process leading thereto, (ix) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any GuarantorBorrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any GuarantorBorrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set forth in the Loan Documents and (iiy) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any GuarantorBorrower, its management, stockholders, #90303017v26 affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any GuarantorBorrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any Guarantor, its stockholders or its affiliates, on the other. The Borrower Company hereby acknowledges and agrees that (a) the transactions contemplated by purchase and sale of the Loan Documents (Common Stock pursuant to this Agreement, including the exercise determination of rights the public offering price of the Common Stock and remedies hereunder and thereunder) are any related discounts or commissions, is an arm’s-length commercial transactions transaction between the LendersCompany, on the one hand, and the Borrower Underwriters and Forward Sellers or any affiliate through which they may be acting, on the other, and (b) in connection therewith and with the process leading theretoto such transaction, each Underwriter is acting solely as principal and not as an agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (ic) its engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity, (d) no Lender Underwriter has assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its stockholders or its Affiliates Company with respect to the transactions offering contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender of the Underwriters has advised, advised or is currently advising the Company on related or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or and no Underwriter has any other obligation to the Borrower or any Guarantor Company with respect to the offering contemplated hereby except the obligations expressly set forth in the Loan Documents this Agreement and (iie) each Lender is acting solely as principal the Underwriters and not as the agent or fiduciary their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower or any GuarantorCompany. Furthermore, its management, stockholders, creditors or any other Person. The Borrower acknowledges and the Company agrees that it is solely responsible for making its own judgments in connection with the offering and has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. The Borrower Company agrees that it will not claim that any Lender has the Underwriters have rendered advisory services of any nature or respect, or owes a owe an agency, fiduciary or similar duty to the Borrower or any GuarantorCompany, in connection with such transaction or the process leading thereto.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, AMERICAN CAPITAL, LTD. By: Name: Title: [Underwriter(s)] By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. [Underwriter(s)] On their behalf:

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

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