Common use of No Fiduciary Relationship Clause in Contracts

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company acknowledges Administrative Agent, each Lender and agrees that: their Affiliates (i) collectively, solely for purposes of this paragraph, the purchase and sale “Lenders”), may have economic interests that conflict with those of the Shares pursuant Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to this Agreementcreate an advisory, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction fiduciary or agency relationship or fiduciary or other implied duty between the CompanyLender, on the one hand, and the several UnderwritersBorrower or any of its Subsidiaries, its stockholders or its Affiliates, on the other hand; the Company is capable other. The Borrower and each of evaluating its Subsidiaries each acknowledge and understanding and understands and accepts the terms, risks and conditions of agree that (i) the transactions contemplated by this Agreement; 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 other, and (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely thereto, (x) except as a principal and is not the agent or fiduciary otherwise provided in any of the Company or its AffiliatesLoan Documents, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter Lender has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower or any of its Subsidiaries, any of their stockholders or affiliates (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any of its Subsidiaries, their stockholders or their affiliates on other matters) and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management or stockholders. The Borrower and each Obligor each acknowledge and agree that it has consulted 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 and each Obligor each agree that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to the Borrower or any of the its Subsidiaries, in each case, in connection with such transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) that the purchase Placement Agent shall act as an independent contractor, and sale not as a fiduciary, and any duties of the Shares pursuant Placement Agent with respect to this Agreementproviding investment banking services to the Company, including the determination offering of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions Securities contemplated by this Agreement; hereby (ii) including in connection with each transaction contemplated hereby determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the process leading Company. Each party hereto disclaims any intention to such transaction each Underwriter is and impose any fiduciary or similar duty on any other party hereto. Additionally, the Placement Agent has been acting solely not acted as a principal and is not the agent or fiduciary of the Company or its Affiliatesfinancial advisor, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter nor has advised or is currently advising advising, the Company on other matters) or any other obligation person as to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering transactions contemplated hereby hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors Placement Agent shall have no responsibility or liability to the extent they deemed appropriateCompany with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be performed on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the Offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims it that the Company may have against the Underwriters arising from Placement Agent with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges Each of Irish Holdco and Borrower, on behalf of itself and its Subsidiaries, agrees that, in connection with all aspects of the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) and any communications in connection therewith: (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction transactions between the CompanyIrish Holdco and its Affiliates, on the one hand, and the several UnderwritersLenders and their Affiliates, on the other hand; , (B) it has consulted its own legal, accounting, regulatory and tax advisors to the Company extent it has deemed appropriate, and (C) it is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with (A) each transaction contemplated hereby of the Lenders and the process leading to such transaction each Underwriter their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for Irish Holdco, the Borrower or any of the Company or its their respective Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiB) no Underwriter Lender or any of its Affiliates has assumed any obligation to Irish Holdco, the Borrower or will assume an advisory or fiduciary responsibility in favor any of the Company their respective Affiliates with respect to any of the transactions contemplated hereby or except, in the process leading thereto (irrespective case of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the a Lender, those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) each of the several Underwriters Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyIrish Holdco, Horizon and their respective Affiliates, and the several Underwriters have no Lender or any of its Affiliates has any obligation to disclose any of such interests to Irish Holdco, the Borrower or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatetheir respective Affiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, Irish Holdco and the Borrower hereby waive and release any claims it that they may have against each of the Underwriters arising from Lenders and their Affiliates with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters Underwriter have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereby, each Borrower acknowledges and agrees agrees, and acknowledges its Affiliates’ understanding, that: (ia) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares credit facility provided for hereunder and any related discounts and commissionsarranging or other services in connection therewith (including in connection with any amendment, is waiver or other modification hereof or of any other Loan Document) are an arm’s-arm’s length commercial transaction between the CompanyBorrowers and their Affiliates, on the one hand, and the several UnderwritersAdministrative Agent and the Lead Arranger, on the other hand; the Company , and each Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents (including any amendment, waiver or other modification thereof); (iib) in connection with each transaction contemplated hereby and the process leading to such transaction transaction, the Administrative Agent and the Lead Arranger, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary fiduciary, for any Borrower or any of the Company or its Affiliates, shareholders, members, partnersequity holders, creditors or employees or any other partyPerson; (iiic) no Underwriter neither the Administrative Agent nor the Lead Arranger has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Company any Borrower with respect to any of the transactions contemplated hereby or the process leading thereto thereto, including with respect to any amendment waiver or other modification hereof or of any other Loan Document (irrespective of whether such Underwriter the Administrative Agent or the Lead Arranger has advised or is currently advising the Company any Borrower or any of its Affiliates on other matters) and neither the Administrative Agent nor the Lead Arranger has any obligation to any Borrower or any other obligation of its Affiliates with respect to the Company transactions contemplated hereby except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; (ivd) the several Underwriters Administrative Agent and the Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrowers and their Affiliates, and neither the several Underwriters have no Administrative Agent nor the Lead Arranger has any obligation to disclose any of such interests or transactions to the Company by virtue of any agencyadvisory, agency or fiduciary or advisory relationship; and (ve) the Underwriters Administrative Agent and the Lead Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and any of the transactions contemplated under this Agreementhereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Company has Borrowers have consulted its their own legal, accounting, regulatory regulator and tax advisors to the extent they it has deemed appropriate. The Company Each Borrower hereby waives and releases, to the fullest extent permitted by applicable law, any claims that it may have against the Underwriters arising from Administrative Agent and the Lead Arranger with respect to any breach of fiduciary duty or an alleged breach of agency or fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges Transaction Entities acknowledge and agrees that: agree that (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offering contemplated hereby and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, the Operating Partnership or its Affiliatestheir respective securityholders, shareholderscreditors, members, partners, creditors or employees or any other party; , (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Operating Partnership on other matters) or and no Underwriter has any other obligation to the Company or the Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , (iv) the several Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agencyOperating Partnership, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering transactions contemplated hereby and the transactions contemplated under this Agreement, Company and the Company has Operating Partnership have each consulted its their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none Any review of the Underwriters Company, the Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions performed by the Representatives or any Underwriter will be performed solely for the benefit of the Representatives or such Underwriter and shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim not be on behalf of or in right of the Company in connection with or the offering of the Shares Operating Partnership or any matters leading up to the offering of the Sharesother person.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges relationship between the Loan Parties on the one hand and agrees that: the Administrative Agent, each other agent party hereto and each Lender on the other is solely that of debtor and creditor, and neither the Administrative Agent, nor any other agent party hereto nor any Lender has any fiduciary or other special relationship with any Loan Party, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between the Loan Parties on the one hand and the Administrative Agent, each other agent party hereto and each Lender on the other to be other than that of debtor and creditor. In addition, the Administrative Agent, each other agent party hereto and each Lender and their Affiliates may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. The Loan Parties acknowledge and agree that (i) the purchase and sale of transactions contemplated by the Shares pursuant to this Agreement, Loan Documents (including the determination exercise of the offering price of the Shares rights and any related discounts remedies hereunder and commissions, is an thereunder) are arm’s-length commercial transaction transactions between the CompanyLenders, on the one hand, and the several UnderwritersLoan Parties, on the other hand; the Company is capable of evaluating other, and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; therewith (iiix) no Underwriter Lender has assumed or will assume an advisory or fiduciary responsibility in favor of the Company any Loan Party, its stockholders or 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 such Underwriter any Lender has advised or advised, is currently advising the Company or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to the Company any Loan Party except the obligations expressly set forth in this Agreement; the Loan Documents and (ivy) each Lender is acting solely as principal and not as the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests agent or transactions to the Company by virtue fiduciary of any agencyLoan Party, fiduciary its management, stockholders, creditors or advisory relationship; any other Person. Each Loan Party acknowledges and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company agrees that it has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent they it deemed appropriateappropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and Each Loan Party agrees that none it will not claim that any Lender has rendered advisory services of the Underwriters shall have any liability (whether direct nature or indirect) to the Company in respect of such respect, or owes a fiduciary or similar duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company such Loan Party, in connection with the offering of the Shares or any matters leading up to the offering of the Sharestransactions contemplated hereby.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) in rendering the purchase services set forth herein, each Underwriter is acting, in its capacity as underwriter, solely in the capacity of an arm’s length contractual counterparty to the Company and sale not as a financial advisor or fiduciary to, or agent of, the Company or any of its affiliates; (ii) each Underwriter may perform the services contemplated hereby in conjunction with its affiliates, and any of its affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms of this Agreement; (iii) each Underwriter is a securities firm engaged in securities trading and brokerage activities and providing investment banking and financial advisory services, and in the ordinary course of business, each Underwriter and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own respective accounts or the accounts of customers, in debt or equity securities of the Shares pursuant to this Agreement, including the determination Company or any of the offering price of the Shares its affiliates; and any related discounts and commissions, (iv) no Underwriter is an arm’s-length commercial transaction between the Companyadvisor as to legal, on the one handtax, accounting or regulatory matters in any jurisdiction, and the several Underwriters, on the other hand; the Company is capable of evaluating must consult with its own advisors concerning such matters and understanding will each be responsible for making its own independent investigation and understands and accepts the terms, risks and conditions appraisal of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby hereby, and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed shall have any responsibility or will assume an advisory or fiduciary responsibility in favor of liability to the Company with respect to thereto. Any review of the Company, any of its affiliates, any of the transactions contemplated hereby or any other matters relating to such transactions that is performed by any Underwriter or any of its affiliates will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised Underwriter, its affiliates and its agents and shall not be on behalf of, or is currently advising for the benefit of, the Company on other matters) any of its affiliates or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesperson.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Units pursuant to this Agreement, including the determination of the offering price of the Shares Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Units or any matters leading up to the offering of the SharesUnits.

No Fiduciary Relationship. The Company acknowledges Each Agent, each Lender and agrees that: their respective Affiliates (i) collectively, solely for purposes of this paragraph, the purchase and sale “Lenders”), may have economic interests that conflict with those of the Shares pursuant Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to this Agreementcreate an advisory, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction fiduciary or agency relationship or fiduciary or other implied duty between the CompanyLender, on the one hand, and the several UnderwritersBorrower or any of its Subsidiaries, its stockholders or its Affiliates, on the other hand; the Company is capable other. The Borrower and each of evaluating its Subsidiaries each acknowledge and understanding and understands and accepts the terms, risks and conditions of agree that (i) the transactions contemplated by this Agreement; 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 other, and (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely thereto, (x) except as a principal and is not the agent or fiduciary otherwise expressly provided in any of the Company or its AffiliatesLoan Documents, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter Lender has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower or any of its Subsidiaries, any of their stockholders or affiliates (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any of its Subsidiaries, their stockholders or their affiliates on other matters) and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management or stockholders. The Borrower and each Obligor each acknowledge and agree that it has consulted 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 and each Obligor each agree that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to the Borrower or any of the its Subsidiaries, in each case, in connection with such transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Offered Securities pursuant to this Agreement, including the determination of the offering price of the Shares Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Offered Securities or any matters leading up to the offering of the SharesOffered Securities.

No Fiduciary Relationship. The Company Borrower hereby acknowledges and agrees that: that (ia) no fiduciary, advisory or agency relationship between the purchase Borrower and sale the Lender Parties is intended to be or has been created in respect of any of the Shares pursuant to transactions contemplated by this AgreementAgreement or the other Loan Documents, including irrespective of whether the determination of Lender Parties have advised or are advising the offering price of Borrower on other matters, and the Shares and any related discounts and commissions, is an arm’s-length commercial transaction relationship between the CompanyLender Parties, on the one hand, and the several UnderwritersBorrower, on the other hand; , in connection herewith and therewith is solely that of creditor and debtor, (b) the Company Lender Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty to the Borrower or its affiliates on the part of the Lender Parties, (c) the Borrower is capable of evaluating and understanding understanding, and understands the Borrower understand and accepts accept, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement and the process leading to such transaction each Underwriter is and other Loan Documents, (d) the Borrower has been acting solely as a principal and is not advised that the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be Lender Parties are engaged in a broad range of transactions that may involve interests that differ from those of the Company, Borrower’s interests and that the several Underwriters Lender Parties have no obligation to disclose any of such interests or and transactions to the Company by virtue of any agencyBorrower, fiduciary or advisory relationship; and (ve) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent they the Borrower has deemed appropriate. The Company waives appropriate in the negotiation, execution and releasesdelivery of this Agreement and the other Loan Documents, to (f) each Lender Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the fullest extent permitted by applicable lawrelevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any claims it may have against the Underwriters arising from breach of fiduciary duty its affiliates or an alleged breach of fiduciary dutyany other Person, and agrees that (g) none of the Underwriters shall have Lender Parties has any liability (whether direct or indirect) obligation to the Company in Borrower or its affiliates with respect of such a fiduciary duty claim to the transactions contemplated by this Agreement or to any person asserting a fiduciary duty claim on behalf of the other Loan Documents except those obligations expressly set forth herein or therein or in right any other express writing executed and delivered by such Lender Party and the Borrower or any such affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the Company in connection with transactions contemplated hereby among the offering of Lender Parties or among the Shares or any matters leading up to Borrower and the offering of the SharesLender Parties.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company acknowledges and agrees that: the Selling Stockholder acknowledge and agree (i) in rendering the purchase services set forth herein, the Underwriter is acting, in its capacity as underwriter, solely in the capacity of an arm’s length contractual counterparty to the Company and sale of the Shares pursuant to this AgreementSelling Stockholder and not as a financial advisor or fiduciary to, including the determination of the offering price of the Shares and any related discounts and commissionsor agent of, is an arm’s-length commercial transaction between the Company, on the one handSelling Stockholder or any of their respective affiliates; (ii) the Underwriter may perform the services contemplated hereby in conjunction with its affiliates, and any of its affiliates performing services hereunder shall be entitled to the several Underwriters, on benefits and be subject to the other hand; the Company is capable terms of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is a securities firm engaged in securities trading and has been acting solely as a principal brokerage activities and is not providing investment banking and financial advisory services, and in the agent ordinary course of business, the Underwriter and its affiliates may at any time hold long or fiduciary short positions, and may trade or otherwise effect transactions, for its own respective accounts or the accounts of customers, in debt or equity securities of the Company or its Affiliatesaffiliates; and (iv) the Underwriter is not an advisor as to legal, shareholderstax, membersaccounting or regulatory matters in any jurisdiction, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or and the Company and the Selling Stockholder must consult with their own advisors concerning such matters and will assume an advisory or fiduciary responsibility in favor each be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have any responsibility or liability to the Company or the Selling Stockholder with respect to thereto. Any review of the Company, any of its affiliates, any of the transactions contemplated hereby or any other matters relating to such transactions that is performed by the process leading thereto (irrespective Underwriter or any of whether such Underwriter has advised its affiliates will be performed solely for the benefit of the Underwriter, its affiliates and its agents and shall not be on behalf of, or is currently advising for the benefit of, the Company on other matters) or the Selling Stockholder, any of their respective affiliates or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesperson.

No Fiduciary Relationship. The Company acknowledges Each of Holdings and the Borrower, on behalf of itself and its Subsidiaries, agrees that: that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this AgreementAgents, including the determination of Issuing Banks and the offering price of the Shares and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction transactions between Holdings, the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersAgents, the Issuing Banks and the Lenders, on the other hand; provided that Holdings and the Company is Borrower acknowledges that Barclays Capital Inc., an Affiliate of Barclays, was retained by the Borrower (or its Affiliates) as a buy-side financial advisor in connection with the Acquisition. Holdings and the Borrower, on behalf of itself and its Subsidiaries, agree not to assert any claim that the Borrower and its respective Subsidiaries and Affiliates might allege based on any actual or potential conflict of interest that might be asserted to arise or result from, on the one hand, the engagement of Barclays Capital Inc., and on the other hand, Barclays’ or its Affiliates’ respective relationships as Lender, Lead Arranger, joint bookrunner or Issuing Bank, as applicable, described herein, (B) Holdings and the Borrower have each consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (C) Holdings and the Borrower are each capable of evaluating evaluating, and understanding understand and understands and accepts accept, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with (A) each transaction contemplated hereby of the Agents, the Issuing Banks and the process leading to such transaction each Underwriter Lenders is and has been acting solely as a principal and and, except as expressly agreed in writing by the relevant parties, has not been, is not the and will not be acting as an advisor, agent or fiduciary for Holdings, the Borrower, any of the Company or its Affiliates, shareholders, members, partners, creditors or employees their respective Affiliates or any other party; Person and (iiiB) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Company Agents, the Issuing Banks and the Lenders has any obligation to Holdings, the Borrower or any of their respective Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Agents, the Issuing Banks and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower, Holdings and their respective Affiliates, and none of the several Underwriters have no Agents, the Issuing Banks and the Lenders has any obligation to disclose any of such interests to Holdings, the Borrower or transactions to the Company by virtue any of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatetheir respective Affiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, each of Holdings and the Borrower hereby agrees that it will not assert any claims it may have claim against the Underwriters arising from breach of fiduciary duty any Agent, any Issuing Bank or any Lender based on an alleged breach of fiduciary dutyduty by such Agent, and agrees that none of the Underwriters shall have any liability (whether direct such Issuing Bank or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Lender in connection with this Agreement and the offering of other Loan Documents and the Shares or any matters leading up to the offering of the Sharestransactions contemplated hereby and thereby.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Borrower acknowledges and agrees that: (a) (i) the purchase and sale of services regarding this Agreement provided by the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an Lender are arm’s-length commercial transaction transactions between the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersLender, on the other hand; , (ii) the Company Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Credit Documents; (iib) in connection with each transaction contemplated hereby and (i) the process leading to such transaction each Underwriter Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for the Borrower or any of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiii) the Lender has no Underwriter has assumed obligation to the Borrower or will assume an advisory or fiduciary responsibility in favor any of the Company its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Credit Documents; and (ivc) the several Underwriters Lender and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower and its Affiliates, and the several Underwriters have Lender has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary Borrower or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateAffiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, the Borrower hereby waives and releases any claims that it may have against the Underwriters arising from Lender with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Company and each Selling Stockholder acknowledges and agrees that: that (i) the purchase and sale of the Shares pursuant to this Agreement, Agreement (including the determination of the offering price terms of the Shares and any related discounts and commissions, offering of the Shares) is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliatesany Selling Stockholder, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any such Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement; , (iv) the several Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company or any Selling Stockholder and the several Underwriters have no obligation to disclose or account to the Company or any Selling Stockholder for any of such interests or transactions to the Company by virtue of any agencydiffering interests, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby Company and the transactions contemplated under this Agreement, and the Company each Selling Stockholder has consulted its own legal, accountingtax, regulatory accounting and tax financial advisors to the extent they it deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and each Selling Stockholder hereby agrees that none it will not claim that the Underwriters, or any of the Underwriters shall them, have rendered advisory services of any liability (whether direct nature or indirect) respect, or owe a fiduciary or similar duty to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Selling Stockholder, in connection with such transaction or the offering of the Shares or any matters process leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters Underwriter have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company acknowledges relationship between the Loan Parties on the one hand and agrees that: the Agent, each other agent party hereto, each Issuing Bank and each Lender on the other is solely that of debtor and creditor, and neither Agent, nor any other agent party hereto nor any Issuing Bank or Lender has any fiduciary or other special relationship with any Loan Party, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between the Loan Parties on the one hand and each Agent, each other agent party hereto, each Issuing Bank and each Lender on the other to be other than that of debtor and creditor. In addition, each Agent, each other agent party hereto, each Issuing Bank and each Lender and their Affiliates may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. The Loan Parties acknowledge and agree that (i) the purchase and sale of transactions contemplated by the Shares pursuant to this Agreement, Loan Documents (including the determination exercise of the offering price of the Shares rights and any related discounts remedies hereunder and commissions, is an thereunder) are arm’s-length commercial transaction transactions between the CompanyLenders, on the one hand, and the several UnderwritersLoan Parties, on the other hand; the Company is capable of evaluating other, and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; therewith (iiix) no Underwriter Lender or Issuing Bank has assumed or will assume an advisory or fiduciary responsibility in favor of the Company any Loan Party, its stockholders or 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 such Underwriter any Issuing Bank or Lender has advised or advised, is currently advising the Company or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to the Company any Loan Party except the obligations expressly set forth in this Agreement; the Loan Documents and (ivy) each Issuing Bank and Lender is acting solely as principal and not as the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests agent or transactions to the Company by virtue fiduciary of any agencyLoan Party, fiduciary its management, stockholders, creditors or advisory relationship; any other Person. Each Loan Party acknowledges and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company agrees that it has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent they it deemed appropriateappropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and Each Loan Party agrees that none it will not claim that any Lender has rendered advisory services of the Underwriters shall have any liability (whether direct nature or indirect) to the Company in respect of such respect, or owes a fiduciary or similar duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company such Loan Party, in connection with the offering of the Shares or any matters leading up to the offering of the Sharestransactions contemplated hereby.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company acknowledges and agrees each Selling Shareholder acknowledge and agree that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any Selling Shareholder or its their respective Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or any Selling Shareholder on other matters) or any other obligation to the Company or any Selling Shareholder except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and/or the Selling Shareholders, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has and each Selling Shareholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releaseseach Selling Shareholder waive and release, to the fullest full extent permitted by applicable law, any claims it they may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company acknowledges and agrees that: agrees, and acknowledges its affiliates’ understanding that (ii)(A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to Agent, the Syndication Agent, the Joint Lead Arrangers and Bookrunners and the Banks (as used in this Agreement, including the determination of the offering price of the Shares paragraph “Agent and any related discounts and commissions, is an Bank Parties”) are arm’s-length commercial transaction transactions between the CompanyCompany and its affiliates, on the one hand, and the several UnderwritersAgent and Bank Parties, on the other hand; , (B) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (C) the Company is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (iiii)(A) in connection with each transaction contemplated hereby of the Agent and the process leading to such transaction each Underwriter Bank Parties is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary of for the Company or any of its Affiliatesaffiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiB) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Agent and Bank Parties has any obligation to the Company or any of its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Agent and Bank Parties and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and its affiliates, and none of the several Underwriters have no Agent, the Agent and Bank Parties has any obligation to disclose any of such interests or transactions to the Company by virtue or any of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateaffiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, the Company hereby waives and releases any claims that it may have against the Underwriters arising from Agent and Bank Parties with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges Each Agent, each Lender and agrees that: each of their respective Affiliates (i) collectively, solely for purposes of this paragraph, the purchase and sale “Lenders”), may have economic interests that conflict with those of the Shares pursuant Borrower or any of its Subsidiaries, their equityholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to this Agreementcreate an advisory, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction fiduciary or agency relationship or fiduciary or other implied duty between the CompanyLender, on the one hand, and the several UnderwritersBorrower or any of its Subsidiaries, its equityholders or its Affiliates, on the other hand; the Company is capable other. The Borrower and each of evaluating its Subsidiaries each acknowledge and understanding and understands and accepts the terms, risks and conditions of agree that (i) the transactions contemplated by this Agreement; 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 other, and (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely thereto, (x) except as a principal and is not the agent or fiduciary otherwise expressly provided in any of the Company or its AffiliatesLoan Documents, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter Lender has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower or any of its Subsidiaries, any of their equityholders or affiliates (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any of its Subsidiaries, their equityholders or their affiliates on other matters) and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management, equityholders, creditors or any other Person. The Borrower and each Obligor each acknowledge and agree 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 and each Obligor each agree that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to the Borrower or any of the its Subsidiaries, in each case, in connection with such transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company Each Borrower acknowledges and agrees that: (i) the purchase and sale that in connection with all aspects of the Shares pursuant transactions contemplated hereby and any communications in connection therewith (a) no fiduciary, advisory or agency relationship between the Borrowers, on the one hand, and any Agent or any Lender, on the other hand, is intended to be or has been created, by implication or otherwise, in respect of any of the financing transactions contemplated by this Agreement, irrespective of whether any Agent or any Lender has advised or is advising Mondelēz International on other matters (it being understood and agreed that nothing in this provision will relieve any Agent or any Lender of any advisory or fiduciary responsibilities it may have in connection with other transactions) and no such duty will be deemed to have arisen in connection with any such transactions or communications and (b) each Agent and each Lender may have economic interests that conflict with those of the Borrowers, their equityholders and/or their affiliates and the transactions contemplated by this Agreement (including the determination exercise of the offering price of the Shares rights and any related discounts remedies hereunder and commissions, is an thereunder) are arm’s-length commercial transaction transactions between the CompanyAgents and the Lenders, on the one hand, and the several UnderwritersBorrowers, on the other hand; the Company is capable of evaluating other. Each Borrower acknowledges and understanding agrees that it has consulted its own legal and understands and accepts the terms, risks and conditions of financial advisors in connection with the transactions contemplated by this Agreement; (ii) in connection hereby to the extent it deemed appropriate and that it is responsible for making its own independent judgment with each transaction contemplated hereby respect to such transactions and the process leading thereto. 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 such Borrower, in connection with such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company Each Borrower acknowledges and agrees that: (i) the purchase and sale that in connection with all aspects of the Shares pursuant transactions contemplated hereby and any communications in connection therewith (a) no fiduciary, advisory or agency relationship between the Borrowers, on the one hand, and any Agent or any Lender, on the other hand, is intended to be or has been created, by implication or otherwise, in respect of any of the financing transactions contemplated by this Agreement, irrespective of whether any Agent or any Lender has advised or is advising Mondelēz International or any of its Subsidiaries on other matters (it being understood and agreed that nothing in this provision will relieve any Agent or any Lender of any advisory or fiduciary responsibilities it may have in connection with other transactions) and no such duty will be deemed to have arisen in connection with any such transactions or communications and (b) each Agent and each Lender may have economic interests that conflict with those of the Borrowers, their equityholders and/or their Affiliates and the transactions contemplated by this Agreement (including the determination exercise of the offering price of the Shares rights and any related discounts remedies hereunder and commissions, is an thereunder) are arm’s-length commercial transaction transactions between the CompanyAgents and the Lenders, on the one hand, and the several UnderwritersBorrowers, on the other hand; the Company is capable of evaluating other. Each Borrower acknowledges and understanding agrees that it has consulted its own legal and understands and accepts the terms, risks and conditions of financial advisors in connection with the transactions contemplated by this Agreement; (ii) in connection hereby to the extent it deemed appropriate and that it is responsible for making its own independent judgment with each transaction contemplated hereby respect to such transactions and the process leading thereto. 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 such Borrower, in connection with such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company Borrower acknowledges and agrees that: (i) the purchase and sale that in connection with all aspects of the Shares pursuant transactions contemplated hereby and any communications in connection therewith (a) no fiduciary, advisory or agency relationship between the Borrower, on the one hand, and any Agent or any Lender, on the other hand, is intended to be or has been created, by implication or otherwise, in respect of any of the financing transactions contemplated by this Agreement, irrespective of whether any Agent or any Lender has advised or is advising the Borrower or any of its Subsidiaries on other matters (it being understood and agreed that nothing in this provision will relieve any Agent or any Lender of any advisory or fiduciary responsibilities it may have in connection with other transactions) and no such duty will be deemed to have arisen in connection with any such transactions or communications and (b) each Agent and each Lender may have economic interests that conflict with those of the Borrower, its equityholders and/or its Affiliates and the transactions contemplated by this Agreement (including the determination exercise of the offering price of the Shares rights and any related discounts remedies hereunder and commissions, is an thereunder) are arm’s-length commercial transaction transactions between the CompanyAgents and the Lenders, on the one hand, and the several UnderwritersBorrower, on the other hand; the Company is capable of evaluating other. The Borrower acknowledges and understanding agrees that it has consulted its own legal and understands and accepts the terms, risks and conditions of financial advisors in connection with the transactions contemplated by this Agreement; (ii) in connection hereby to the extent it deemed appropriate and that it is responsible for making its own independent judgment with each transaction contemplated hereby respect to such transactions and the process leading thereto. The 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, in connection with such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges Borrower, on behalf of itself and the Covered Subsidiaries, agrees that: (i) the purchase and sale , in connection with all aspects of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares transactions contemplated hereby and any related discounts communications in connection therewith, the Borrower, the Covered Subsidiaries and commissions, is an arm’s-length commercial transaction between the Companytheir Affiliates, on the one hand, and the several UnderwritersAgent, the Lenders and their Affiliates, on the other hand; , will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the Company is capable part of evaluating the Agent, the Lenders or their Affiliates, and understanding no such duty will be deemed to have arisen in connection with any such transactions or communications. The Agent, each Issuing Bank, each Lender and understands their affiliates, may have economic interests that conflict with those of the Borrower. The Borrower acknowledges and accepts the terms, risks and conditions of agrees that (i) the transactions contemplated by this Agreement; Agreement and the related documents are arm’s-length commercial transactions between the Agent, the Issuing Banks and the Lenders, on the one hand, and the Borrower, on the other, (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction the Agent, each Underwriter of the Issuing Banks and each of the Lenders is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Borrower, its Affiliatesmanagement, shareholders, members, partnersstockholders, creditors or employees or any other party; person, (iii) no Underwriter has the Agent, the Issuing Banks and the Lenders have not assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Agent, any Issuing Bank, any Lender or any of their affiliates has advised or is currently advising the Company Borrower on other matters) or any other obligation to the Company Borrower except the obligations expressly set forth in this Agreement; Agreement or the related documents and (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company Borrower has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent they it deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, Borrower further acknowledges and agrees that none 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 the Agent, any Issuing Bank, or any Lender has rendered advisory services of the Underwriters shall have any liability (whether direct nature or indirect) respect, or owes a fiduciary or similar duty to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Borrower, in connection with such transaction or the offering of the Shares or any matters process leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company Each Borrower acknowledges and agrees that: (i) the purchase and sale that in connection with all aspects of the Shares pursuant transactions contemplated hereby and any communications in connection therewith (a) no fiduciary, advisory or agency relationship between the Borrowers, on the one hand, and any Agent or any Lender, on the other hand, is intended to be or has been created, by implication or otherwise, in respect of any of the financing transactions contemplated by this Agreement, irrespective of whether any Agent or any Lender has advised or is advising Mondelēz International or any of its Subsidiaries on other matters (it being understood and agreed that nothing in this provision will relieve any Agent or any Lender of any advisory or fiduciary responsibilities it may have in connection with other transactions) and no such duty will be deemed to have arisen in connection with any such transactions or communications and (b) each Agent and each Lender may have economic interests that conflict with those of the Borrowers, their equityholders and/or their Affiliates and the transactions contemplated by this Agreement (including the determination exercise of the offering price of the Shares rights and any related discounts remedies hereunder and commissions, is an thereunder) are arm’s-length commercial transaction transactions between the CompanyAgents and the Lenders, on the one hand, and the several UnderwritersBorrowers, on the other hand; the Company is capable of evaluating other. Each Borrower acknowledges and understanding agrees that it has consulted its own legal and understands and accepts the terms, risks and conditions of financial advisors in connection with the transactions contemplated by this Agreement; (ii) in connection hereby to the extent it deemed appropriate and that it is responsible for making its own independent judgment with each transaction contemplated hereby respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Agent or Xxxxxx has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Borrower, in connection with such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges Offerors acknowledge and agrees that: (i) agree that the purchase Placement Agent shall act as an independent contractor, and sale not as a fiduciary, and any duties of the Shares pursuant Placement Agent with respect to this Agreementproviding investment banking services to the Offerors, including the determination offering of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions Receipts contemplated by this Agreement; hereby (ii) including in connection with each transaction contemplated hereby and determining the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary terms of the Company Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Offerors. Each party hereto disclaims any intention to impose any fiduciary or its Affiliatessimilar duty on any other party hereto. Additionally, shareholdersthe Placement Agent has not advised, membersnor are advising, partners, creditors or employees the Offerors or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect person as to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering transactions contemplated hereby hereby. The Offerors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors Placement Agent shall have no responsibility or liability to the extent they deemed appropriateTrust with respect thereto. Any review by the Placement Agent of the Offerors, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be performed on behalf of the Offerors or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Offerors as to the fairness of the terms of the Offering. The Company waives Offerors hereby waive and releasesrelease, to the fullest extent permitted by applicable law, any claims it that the Offerors may have against the Underwriters arising from Placement Agent with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company Each Borrower hereby acknowledges and agrees that: that (ia) no fiduciary, advisory or agency relationship between the purchase Loan Parties and sale the Credit Parties is intended to be or has been created in respect of any of the Shares pursuant to transactions contemplated by this AgreementAgreement or the other Loan Documents, including irrespective of whether the determination of Credit Parties have advised or are advising the offering price of Loan Parties on other matters, and the Shares and any related discounts and commissions, is an arm’s-length commercial transaction relationship between the CompanyCredit Parties, on the one hand, and the several UnderwritersLoan Parties, on the other hand; , in connection herewith and therewith is solely that of creditor and debtor, (b) the Company is Credit Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding understanding, and understands the Loan Parties understand and accepts accept, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliatesother Loan Documents, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (ivd) the several Underwriters and their respective Affiliates may be Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from those of the Company, Loan Parties’ interests and that the several Underwriters Credit Parties have no obligation to disclose any of such interests or and transactions to the Company by virtue of any agencyLoan Parties, fiduciary or advisory relationship; and (ve) the Underwriters Loan Parties have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its their own legal, accounting, regulatory and tax advisors to the extent they the Loan Parties have deemed appropriate. The Company waives appropriate in the negotiation, execution and releasesdelivery of this Agreement and the other Loan Documents, to (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the fullest extent permitted by applicable lawrelevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any claims it may have against the Underwriters arising from breach of fiduciary duty their affiliates or an alleged breach of fiduciary dutyany other Person, and agrees that (g) none of the Underwriters shall have Credit Parties has any liability (whether direct or indirect) obligation to the Company in Loan Parties or their affiliates with respect of such a fiduciary duty claim to the transactions contemplated by this Agreement or to any person asserting a fiduciary duty claim on behalf of the other Loan Documents except those obligations expressly set forth herein or therein or in right any other express writing executed and delivered by such Credit Party and the Loan Parties or any such affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the Company in connection with transactions contemplated hereby among the offering of Credit Parties or among the Shares or any matters leading up to Loan Parties and the offering of the SharesCredit Parties.

No Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: that (i) the purchase and sale of the Shares and the negotiation of the terms of such transaction (including the purchase price of the Shares) pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand; the Company other, each of which is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated a sophisticated party represented by this Agreementcounsel; (ii) in connection therewith, and with each transaction contemplated hereby and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or of any other partySelling Stockholder; (iii) no Underwriter has assumed or will assume an any fiduciary, advisory or fiduciary responsibility agency relationship in favor of the Company or of the Selling Stockholders with respect to any of the transactions offering contemplated hereby by this Agreement or the process leading thereto to such transaction (irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other obligation to the Company or to the Selling Stockholders except the obligations expressly set forth in this Agreement, the terms of which were negotiated at arm’s length between sophisticated parties represented by counsel; and (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those each of the Company, Company and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company Selling Stockholders has consulted its own legal, accountingtax, regulatory accounting and tax financial advisors to the extent they it deemed appropriateappropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters. The Company waives and releases, to each of the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and Selling Stockholders agrees that none it will not claim that the Underwriters, or any of the Underwriters shall have them, has rendered advisory services of any liability (whether direct nature or indirect) respect, or owes a fiduciary or similar duty to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Selling Stockholders, in connection with such transactions or the offering of the Shares or any matters process leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Borrower acknowledges and agrees that: (a) (i) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this AgreementAdministrative Agent, including the determination of Joint Lead Arrangers and the offering price of the Shares and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction transactions between the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersAdministrative Agent, the Joint Lead Arrangers and the Lenders, on the other hand; , (ii) the Company Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (iii) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Credit Documents; (iib) in connection with each transaction contemplated hereby (i) the Administrative Agent, the Joint Lead Arrangers and the process leading to such transaction Lenders each Underwriter is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for the Borrower or any of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiii) no Underwriter neither the Administrative Agent, the Joint Lead Arrangers nor any Lender has assumed any obligation to the Borrower or will assume an advisory or fiduciary responsibility in favor any of the Company its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Credit Documents; and (ivc) the several Underwriters Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower and its Affiliates, and neither the several Underwriters have no Administrative Agent, the Joint Lead Arrangers nor any Lender has any obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary Borrower or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateAffiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, the Borrower hereby waives and releases any claims that it may have against the Underwriters arising from Administrative Agent, the Joint Lead Arrangers and the Lenders with respect to any breach or alleged breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company acknowledges Secured Parties and the Administrative Agent may have economic interests that conflict with those of any Grantor, its stockholders and/or its Affiliates. Each Grantor agrees that: (i) that nothing in the purchase and sale of Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Secured Party or the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyAdministrative Agent, on the one hand, and the several Underwritersany Grantor, its stockholders or its Affiliates, on the other hand; the Company is capable of evaluating other. Each Grantor acknowledges and understanding and understands and accepts the terms, risks and conditions of agrees that (a) the transactions contemplated by this Agreement; the Loan Documents (iiincluding the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions and (B) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; thereto (iiii) no Underwriter Secured Party nor the Administrative Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company any Grantor, its stockholder or 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 such Underwriter any Secured Party or the Administrative Agent has advised or advised, is currently advising the Company or will advise any Grantor, its stockholders or its Affiliates on other matters) or any other obligation to the Company any Grantor except the obligations expressly set forth in this Agreement; the Loan Documents and (ivii) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, each Secured Party and the several Underwriters have no obligation to disclose Administrative Agent is acting solely as principal and not as the agent or fiduciary for any of Grantor, its management, stockholders, creditors or any other Person. Each Grantor acknowledges and agrees that such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company Grantor has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent they it deemed appropriateappropriate and it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and Each Grantor agrees that none it will not claim that the Administrative Agent or any Secured Party has rendered advisory services of the Underwriters shall have any liability (whether direct nature or indirect) respect, or owes any fiduciary or similar duty to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Grantor, in connection with such transaction or the offering of the Shares or any matters process leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Borrower acknowledges and agrees that: (a) (i) the purchase services regarding this Agreement provided by the Agents and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction transactions between the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersAgents and the Lenders, on the other hand; , (ii) the Company Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Credit Documents; (iib) in connection with each transaction contemplated hereby (i) the Agents and the process leading to such transaction Lenders each Underwriter is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for the Borrower or any of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiii) no Underwriter neither the Agents nor any Lender has assumed any obligation to the Borrower or will assume an advisory or fiduciary responsibility in favor any of the Company its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Credit Documents; and (ivc) the several Underwriters Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower and its Affiliates, and neither the several Underwriters have no Agents nor any Lender has any obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary Borrower or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateAffiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, the Borrower hereby waives and releases any claims that it may have against the Underwriters arising from Agents and the Lenders with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company acknowledges and agrees that: the Selling Stockholder acknowledge and agree (i) in rendering the purchase services set forth herein, the Underwriter is acting, in its capacity as underwriter, solely in the capacity of an arm’s length contractual counterparty to the Company and sale of the Shares pursuant to this AgreementSelling Stockholder and not as a financial advisor or fiduciary to, including the determination of the offering price of the Shares and any related discounts and commissionsor agent of, is an arm’s-length commercial transaction between the Company, on the one handSelling Stockholder or any of its affiliates; (ii) the Underwriter may perform the services contemplated hereby in conjunction with its affiliates, and any of its affiliates performing services hereunder shall be entitled to the several Underwriters, on benefits and be subject to the other hand; the Company is capable terms of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is a securities firm engaged in securities trading and has been acting solely as a principal brokerage activities and is not providing investment banking and financial advisory services, and in the agent ordinary course of business, the Underwriter and its affiliates may at any time hold long or fiduciary short positions, and may trade or otherwise effect transactions, for its own respective accounts or the accounts of customers, in debt or equity securities of the Company or its Affiliatesaffiliates; and (iv) the Underwriter is not an advisor as to legal, shareholderstax, membersaccounting or regulatory matters in any jurisdiction, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or and the Company and the Selling Stockholder must consult with their own advisors concerning such matters and will assume an advisory or fiduciary responsibility in favor be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have any responsibility or liability to the Company or the Selling Stockholder with respect to thereto. Any review of the Company, any of its affiliates, any of the transactions contemplated hereby or any other matters relating to such transactions that is performed by the process leading thereto (irrespective Underwriter or any of whether such Underwriter has advised its affiliates will be performed solely for the benefit of the Underwriter, its affiliates and its agents and shall not be on behalf of, or is currently advising for the benefit of, the Company on other matters) or the Selling Stockholder, any of their respective affiliates or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesperson.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares. The Company further acknowledges and agrees that, although the Underwriters may provide the Company with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to the Company to participate in the offering or sell any Shares at the Purchase Price, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated by the Loan Documents, Borrower and Guarantor each acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares Loan Documents and any related discounts and commissionsarranging or other services described in any of the Loan Documents (or in any commitment letter by PNC Bank, the Arranger or any affiliate thereof) is an arm’s-length commercial transaction between the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersArranger, on the other hand; the Company is , and Borrower, Guarantor and their respective Affiliates and subsidiaries are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreementthe Loan Documents; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction transaction, PNC Bank and the Arranger each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary fiduciary, for Borrower, Guarantor or any of the Company or its their respective subsidiaries, Affiliates, shareholders, members, partnersstockholders, creditors or employees or any other party; (iii) no Underwriter neither PNC Bank nor the Arranger has assumed or will assume an advisory advisory, agency or fiduciary responsibility in Borrower’s, Guarantor’s, or any of their respective Affiliates’ or subsidiaries’ favor of the Company with respect to any of the transactions contemplated hereby by the Loan Documents or the process leading thereto (irrespective of whether such Underwriter PNC Bank or the Arranger has advised or is currently advising the Company any such Person or its Affiliates on other matters) and neither PNC Bank nor the Arranger has any obligation to Borrower, Guarantor or any other obligation of their respective Affiliates or subsidiaries with respect to the Company transactions contemplated by the Loan Documents except the those obligations expressly set forth in this Agreementherein and therein; (iv) PNC Bank and the several Underwriters Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower, Guarantor, and their respective Affiliates or subsidiaries and PNC Bank and the several Underwriters Arranger have no obligation to disclose any of such interests or transactions to the Company by virtue of any agencyadvisory, agency or fiduciary or advisory relationship; and (v) PNC Bank and the Underwriters Arranger have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and any of the transactions contemplated under this Agreementby the Loan Documents and Borrower, Guarantor, and the Company has their respective Affiliates and subsidiaries have consulted its their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. The Company Borrower and Guarantor each hereby waives and releases, to the fullest extent permitted by applicable law, any claims that it may have against PNC Bank and the Underwriters arising from Arranger with respect to any breach of fiduciary duty or an alleged breach of agency or fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) duty relating to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of transactions contemplated by the Company in connection with the offering of the Shares or any matters leading up to the offering of the SharesLoan Documents.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters Underwriter have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company acknowledges and agrees that: the Selling Stockholders acknowledge and agree (i) in rendering the purchase services set forth herein, the Underwriters are acting, in their capacity as underwriters, solely in the capacity of an arm’s length contractual counterparty to the Company and sale of the Shares pursuant to this AgreementSelling Stockholders and not as a financial advisor or fiduciary to, including the determination of the offering price of the Shares and any related discounts and commissionsor agent of, is an arm’s-length commercial transaction between the Company, on the one handSelling Stockholders or any of its affiliates; (ii) the Underwriters may perform the services contemplated hereby in conjunction with their affiliates, and any of their affiliates performing services hereunder shall be entitled to the several Underwriters, on benefits and be subject to the other hand; the Company is capable terms of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is a securities firm engaged in securities trading and has been acting solely as a principal brokerage activities and is not providing investment banking and financial advisory services, and in the agent ordinary course of business, each Underwriter and its affiliates may at any time hold long or fiduciary short positions, and may trade or otherwise effect transactions, for its own respective accounts or the accounts of customers, in debt or equity securities of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other partyaffiliates; and (iiiiv) no Underwriter has assumed Un- derwriter is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction, and the Company and the Selling Stockholders must consult with their own advisors concerning such matters and will assume an advisory or fiduciary responsibility in favor be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company or the Selling Stockholders with respect to thereto. Any review of the Company, any of its affiliates, any of the transactions contemplated hereby or any other matters relating to such transactions that is performed by the process leading thereto (irrespective Underwriters or any of whether such Underwriter has advised their affiliates will be performed solely for the benefit of the Underwriters, their affiliates and its agents and shall not be on behalf of, or is currently advising for the benefit of, the Company on other matters) or the Selling Stockholders, any of their respective affiliates or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesperson.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated by the Loan Documents, Borrower and each Permitted Affiliate acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares Loan Documents and any related discounts and commissionsarranging or other services described in any of the Loan Documents (or in any commitment letter by PNC Bank, the Arranger or any affiliate thereof) is an arm’s-length commercial transaction between the CompanyBorrower and its affiliates, on the one hand, and the several UnderwritersArranger, on the other hand; the Company is , and Borrower, each Permitted Affiliate and their respective affiliates are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreementthe Loan Documents; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction transaction, PNC Bank and the Arranger each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary fiduciary, for Borrower, any Permitted Affiliate or any of the Company or its Affiliatestheir respective affiliates, shareholders, members, partnersstockholders, creditors or employees or any other party; (iii) no Underwriter neither PNC Bank nor the Arranger has assumed or will assume an advisory advisory, agency or fiduciary responsibility in Borrower’s, any Permitted Affiliate’s or any of their respective affiliates’ favor of the Company with respect to any of the transactions contemplated hereby by the Loan Documents or the process leading thereto (irrespective of whether such Underwriter PNC Bank or the Arranger has advised or is currently advising the Company any such Person or its affiliates on other matters) and neither PNC Bank nor the Arranger has any obligation to Borrower, any Permitted Affiliate or any other obligation of their respective affiliates with respect to the Company transactions contemplated by the Loan Documents except the those obligations expressly set forth in this Agreementherein and therein; (iv) PNC Bank and the several Underwriters Arranger and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the Company, Permitted Affiliates and their respective affiliates and PNC Bank and the several Underwriters Arranger have no obligation to disclose any of such interests or transactions to the Company by virtue of any agencyadvisory, agency or fiduciary or advisory relationship; and (v) PNC Bank and the Underwriters Arranger have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and any of the transactions contemplated under this Agreementby the Loan Documents and Borrower, any Permitted Affiliate and the Company has their respective affiliates have consulted its their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. The Company waives Borrower and releaseseach Permitted Affiliate hereby waive and release, to the fullest extent permitted by applicable law, any claims that it may have against PNC Bank and the Underwriters arising from Arranger with respect to any breach of fiduciary duty or an alleged breach of agency or fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) duty relating to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of transactions contemplated by the Company in connection with the offering of the Shares or any matters leading up to the offering of the SharesLoan Documents.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Parent and Borrower acknowledges and agrees that: (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by Administrative Agent, the Shares pursuant to this AgreementArranger, including the determination of Lenders and the offering price of the Shares and any related discounts and commissions, is an Issuing Lenders are arm’s-length commercial transaction transactions between the CompanyParent, Borrower and their Affiliates, on the one hand, and Administrative Agent, the several UnderwritersArranger, the Lenders and the Issuing Lenders, on the other hand; , (B) each of Parent and Borrower has consulted its own legal, accounting, regulatory and tax advisors to the Company extent it has deemed appropriate, and (C) each of Parent and Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with (A) Administrative Agent, the Arranger, each transaction contemplated hereby Lender and the process leading to such transaction each Underwriter Issuing Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for Parent, Borrower or any of the Company or its their respective Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiB) no Underwriter neither Administrative Agent nor the Arranger, Lender or Issuing Lender has assumed any obligation to Parent, Borrower or will assume an advisory or fiduciary responsibility in favor of the Company any their respective Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) Administrative Agent, the several Underwriters Arranger, the Lenders and the Issuing Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyParent and Borrower and their respective Affiliates, and neither Administrative Agent nor the several Underwriters have no Arranger, Lender or Issuing Lender has any obligation to disclose any of such interests to Parent, Borrower or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatetheir respective Affiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, each of Parent and Borrower hereby waives and releases any claims that it may have against Administrative Agent, the Underwriters arising from Arranger, any Lender or any Issuing Lender with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; , and the Company is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions; (iii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its Affiliatesaffiliates, shareholders, members, partnersstockholders, creditors or employees or any other party; (iiiiv) no Underwriter has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or and no Underwriter has any other obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (ivv) the several Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company and that the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agencyadvisory, agency or fiduciary or advisory relationship; and (vvi) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate; and (vii) it was represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of Section 7, is fully informed regarding said provisions, and that the provisions of Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus as required by the Securities Act and the Exchange Act. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with the transactions contemplated hereby or the process leading thereto, and the Company hereby waives and releases, to the fullest extent permitted by applicable law, any such claims that it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary dutyUnderwriters, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthem.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters Underwriter have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering Offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering Offering of the Shares Securities or any matters leading up to the offering Offering of the SharesSecurities.

No Fiduciary Relationship. The Company acknowledges Irish Holdco, on behalf of itself and its Subsidiaries, agrees that, in connection with all aspects of the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) and any communications in connection therewith: (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction transactions between the CompanyIrish Holdco and its Affiliates, on the one hand, and the several UnderwritersLenders and their Affiliates, on the other hand; , (B) the Company Irish Holdco has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Irish Holdco is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with (A) each transaction contemplated hereby of the Lenders and the process leading to such transaction each Underwriter their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for the Irish Holdco, the Borrowers or any of the Company or its their respective Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiB) no Underwriter Lender or any of its Affiliates has assumed any obligation to the Irish Holdco, the Borrowers or will assume an advisory or fiduciary responsibility in favor any of the Company their respective Affiliates with respect to any of the transactions contemplated hereby or except, in the process leading thereto (irrespective case of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the a Lender, those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) each of the several Underwriters Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyIrish Holdco and its Affiliates, and the several Underwriters have no Lender or any of its Affiliates has any obligation to disclose any of such interests or transactions to the Company by virtue of any agencyIrish Holdco, fiduciary the Borrowers or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatetheir respective Affiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, the Irish Holdco and the Borrowers hereby waive and release any claims it that they may have against each of the Underwriters arising from Lenders and their Affiliates with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company acknowledges Borrower, on behalf of itself and the Covered Subsidiaries, agrees that: (i) the purchase and sale that in connection with all aspects of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares transactions contemplated hereby and any related discounts communications in connection therewith, the Borrower, the Covered Subsidiaries and commissions, is an arm’s-length commercial transaction between the Companytheir Affiliates, on the one hand, and the several UnderwritersAgent, the Lenders and their Affiliates, on the other hand; , will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the Company is capable part of evaluating the Agent, the Lenders or their Affiliates, and understanding no such duty will be deemed to have arisen in connection with any such transactions or communications. The Agent, each Issuing Bank, each Lender and understands their affiliates, may have economic interests that conflict with those of the Borrower. The Borrower acknowledges and accepts the terms, risks and conditions of agrees that (i) the transactions contemplated by this Agreement; Agreement and the related documents are arm’s-length commercial transactions between the Agent, the Issuing Banks and the Lenders, on the one hand, and the Borrower, on the other, (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction the Agent, each Underwriter of the Issuing Banks and each of the Lenders is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Borrower, its Affiliatesmanagement, shareholders, members, partnersstockholders, creditors or employees or any other party; person, (iii) no Underwriter has the Agent, the Issuing Banks and the Lenders have not assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Agent, any Issuing Bank, any Lender or any of their affiliates has advised or is currently advising the Company Borrower on other matters) or any other obligation to the Company Borrower except the obligations expressly set forth in this Agreement; Agreement or the related documents and (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company Borrower has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent they it deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, Borrower further acknowledges and agrees that none 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 the Agent, any Issuing Bank, or any Lender has rendered advisory services of the Underwriters shall have any liability (whether direct nature or indirect) respect, or owes a fiduciary or similar duty to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Borrower, in connection with such transaction or the offering of the Shares or any matters process leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Securities or any matters leading up to the offering of the SharesSecurities.

No Fiduciary Relationship. The Company Each of Parent and the Borrower hereby acknowledges and agrees that: that (ia)(i) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an Finance Parties are arm’s-length commercial transaction transactions between the CompanyBorrower, and its Affiliates, on the one hand, and the several Underwriters, applicable Finance Parties on the other hand; , (ii) the Company Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Finance Documents; (iib)(i) in connection with each transaction contemplated hereby and of the process leading to such transaction each Underwriter Finance Parties is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for the Borrower or any of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Company Finance Parties has any obligation to the Borrower, or any of its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Finance Documents; and (ivc) the several Underwriters Finance Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower, and its Affiliates, and none of the several Underwriters have no Finance Parties has any obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary Borrower or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateAffiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, each of Parent and the Borrower hereby waives and releases any claims that it may have against the Underwriters arising from Finance Parties with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company Each of the Ultimate Parent and the Borrower hereby acknowledges and agrees that: that (ia) no fiduciary, advisory or agency relationship between the purchase Loan Parties and sale the Credit Parties is intended to be or has been created in respect of any of the Shares pursuant to transactions contemplated by this AgreementAgreement or the other Loan Documents, including irrespective of whether the determination of Credit Parties have advised or are advising the offering price of Loan Parties on other matters, and the Shares and any related discounts and commissions, is an arm’s-length commercial transaction relationship between the CompanyCredit Parties, on the one hand, and the several UnderwritersLoan Parties, on the other hand; , in connection herewith and therewith is solely that of creditor and debtor, (b) the Company is Credit Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding understanding, and understands the Loan Parties understand and accepts accept, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliatesother Loan Documents, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (ivd) the several Underwriters and their respective Affiliates may be Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from those of the Company, Loan Parties’ interests and that the several Underwriters Credit Parties have no obligation to disclose any of such interests or and transactions to the Company by virtue of any agencyLoan Parties, fiduciary or advisory relationship; and (ve) the Underwriters Loan Parties have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its their own legal, accounting, regulatory and tax advisors to the extent they the Loan Parties have deemed appropriate. The Company waives appropriate in the negotiation, execution and releasesdelivery of this Agreement and the other Loan Documents, to (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the fullest extent permitted by applicable lawrelevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any claims it may have against the Underwriters arising from breach of fiduciary duty their affiliates or an alleged breach of fiduciary dutyany other Person, and agrees that (g) none of the Underwriters shall have Credit Parties has any liability (whether direct or indirect) obligation to the Company Loan Parties or their affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or 100 in respect of any other express writing executed and delivered by such a fiduciary duty claim Credit Party and the Loan Parties or to any person asserting a fiduciary duty claim on behalf of such affiliate and (h) no joint venture is created hereby or in right by the other Loan Documents or otherwise exists by virtue of the Company in connection with transactions contemplated hereby among the offering of Credit Parties or among the Shares or any matters leading up to Loan Parties and the offering of the SharesCredit Parties.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholdersstockholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company Each Obligor acknowledges and agrees that: (i) the purchase and sale , in connection with all aspects of the Shares pursuant to each transaction contemplated by this Agreement, including (a)(i) the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyObligors, on the one hand, and each Bank, each Arranger, each Lender, each Letter of Credit Issuer and each of their respective Affiliates through which they may be acting (collectively, the several Underwriters“Applicable Entities”), on the other hand; , have an arms-length business relationship that creates no fiduciary duty on the Company is part of any Applicable Entity, and each Obligor expressly disclaims any fiduciary relationship and, to the fullest extent permitted by law, hereby waives and releases any claims that it may have against any of Applicable Entities with respect to any breach or alleged breach of fiduciary duty in connection with any aspect of any transaction contemplated hereby, (ii) the Obligors have consulted their own legal, accounting, regulatory and tax advisors to the extent that they have deemed it appropriate and (iii) the Obligors are capable of evaluating evaluating, and understanding understand and understands and accepts accept, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and by the process leading to such transaction other Loan Documents and (b)(i) each Underwriter Applicable Entity is and has been acting solely as a principal and, except as expressly agreed in writing, has not been, is not, and is will not the be 218 acting as an advisor, agent or fiduciary for any Obligor or any Affiliate of the Company or its Affiliatesany Obligor, shareholders, members, partners, creditors or employees or any other partyPerson; (iiiii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Company Applicable Entities has any obligation to the Obligors or any of their Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Applicable Entities and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the CompanyObligors and their Affiliates, and none of the several Underwriters have no Applicable Entities has any obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary Obligors or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharestheir Affiliates.

No Fiduciary Relationship. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company acknowledges and agrees that: agrees, and acknowledges its affiliates’ understanding that (ii)(A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this Agreement, including Agent and the determination of the offering price of the Shares Lenders (and any related discounts provided by the Arranger) (as used in this paragraph “Agent and commissions, is an Lender Parties”) are arm’s-length commercial transaction transactions between the CompanyCompany and its affiliates, on the one hand, and the several UnderwritersAgent and Lender Parties, on the other hand; , (B) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (C) the Company is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (iiii)(A) in connection with each transaction contemplated hereby of the Agent and the process leading to such transaction each Underwriter Lender Parties is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary of for the Company or any of its Affiliatesaffiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiB) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Agent and Lender Parties has any obligation to the Company or any of its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Agent and Lender Parties and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and its affiliates, and none of the several Underwriters have no Agent and Lender Parties has any obligation to disclose any of such interests or transactions to the Company by virtue or any of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateaffiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, the Company hereby waives and releases any claims that it may have against the Underwriters arising from Agent and Lender Parties with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this Agreement, including Administrative Agent and the determination of the offering price of the Shares and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction transactions between the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersAdministrative Agent and the Lenders, on the other hand; , (B) the Company Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (C) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with each transaction contemplated hereby (A) the Administrative Agent, the Arranger and the process leading to such transaction Lenders each Underwriter is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for the Borrower or any of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiB) no Underwriter neither the Administrative Agent nor any Lender has assumed any obligation to the Borrower or will assume an advisory or fiduciary responsibility in favor any of the Company its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Administrative Agent, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower and its Affiliates, and neither the several Underwriters have no Administrative Agent nor any Lender has any obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary Borrower or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateAffiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, the Borrower hereby waives and releases any claims that it may have against the Underwriters arising from Administrative Agent and the Lenders with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Sales Agents, the Company acknowledges and agrees that: that (ia) the purchase offering and sale of the Placement Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, on the one hand, Company and the several Underwriters, on Sales Agents,(b) the other hand; Sales Agents are acting solely as agents in connection with the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions public offering of the transactions contemplated by this Agreement; (ii) Placement Shares and in connection with each transaction contemplated hereby by this Agreement and the process leading to such transaction each Underwriter is transactions, and has been acting solely as a principal and is the Sales Agents have not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Sales Agents have advised or is are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; , (ivc) the several Underwriters Sales Agents and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company and the several Underwriters Sales Agents have no obligation to disclose or account to the Company for any of such interests or transactions to the Company by virtue of any agencydiffering interests, fiduciary or advisory relationship; and (vd) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accountingtax, regulatory accounting and tax financial advisors to the extent they it deemed appropriate, is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and has not relied upon the Sales Agents or legal counsel for the Sales Agents for any legal, tax, accounting and financial advice in connection with the offering and sale of the Placement Shares. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary dutyclaim, and agrees that none it will not claim, that the Sales Agents or their respective affiliates have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Underwriters Company, in connection with the sale of Placement Shares under this Agreement or the process leading thereto. The Company agrees that the Sales Agents and their respective affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company in connection with the offering Company, employees or creditors of the Shares or any matters leading up to the offering of the SharesCompany.

No Fiduciary Relationship. The Company acknowledges Administrative Agent, each Lender and agrees that: their Affiliates (i) collectively, solely for purposes of this paragraph, the purchase and sale “Lenders”), may have economic interests that conflict with those of the Shares pursuant Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to this Agreementcreate an advisory, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction fiduciary or agency relationship or fiduciary or other implied duty between the CompanyLender, on the one hand, and the several UnderwritersBorrower or any of its Subsidiaries, its stockholders or its Affiliates, on the other hand; the Company is capable other. The Borrower and each of evaluating its Subsidiaries each acknowledge and understanding and understands and accepts the terms, risks and conditions of agree that (i) the transactions contemplated by this Agreement; 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 other, and (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely thereto, (x) except as a principal and is not the agent or fiduciary otherwise provided in any of the Company or its AffiliatesLoan Documents, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter Lender has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower or any of its Subsidiaries, any of their stockholders or affiliates (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any of its Subsidiaries, their stockholders or their affiliates on other matters) and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management or stockholders. The Borrower and each Obligor each acknowledge and agree that it has consulted 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 and each Obligor each agree that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to the Borrower or any of the its Subsidiaries, in each case, in connection with such transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatethereto. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.115

No Fiduciary Relationship. The Company Borrower hereby acknowledges and agrees that: that (ia) no fiduciary, advisory or agency relationship between the purchase Loan Parties and sale the Guaranteed Parties is intended to be or has been created in respect of any of the Shares pursuant to transactions contemplated by this AgreementAgreement or the other Loan Documents, including irrespective of whether the determination of Guaranteed Parties have advised or are advising the offering price of Loan Parties on other matters, and the Shares and any related discounts and commissions, is an arm’s-length commercial transaction relationship between the CompanyGuaranteed Parties, on the one hand, and the several UnderwritersLoan Parties, on the other hand; , in connection herewith and therewith is solely that of creditor and debtor, (b) the Company is Guaranteed Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their affiliates on the part of the Guaranteed Parties, (c) the Loan Parties are capable of evaluating and understanding understanding, and understands the Loan Parties understand and accepts accept, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliatesother Loan Documents, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (ivd) the several Underwriters and their respective Affiliates may be Loan Parties have been advised that the Guaranteed Parties are engaged in a broad range of transactions that may involve interests that differ from those of the Company, Loan Parties’ interests and that the several Underwriters Guaranteed Parties have no obligation to disclose any of such interests or and transactions to the Company by virtue of any agencyLoan Parties, fiduciary or advisory relationship; and (ve) the Underwriters Loan Parties have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its their own legal, accounting, regulatory and tax advisors to the extent they the Loan Parties have deemed appropriate. The Company waives appropriate in the negotiation, execution and releasesdelivery of this Agreement and the other Loan Documents, to (f) each Guaranteed Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the fullest extent permitted by applicable lawrelevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any claims it may have against the Underwriters arising from breach of fiduciary duty their affiliates or an alleged breach of fiduciary dutyany other Person, and agrees that (g) none of the Underwriters shall have Guaranteed Parties has any liability (whether direct or indirect) obligation to the Company in Loan Parties or their affiliates with respect of such a fiduciary duty claim to the transactions contemplated by this Agreement or to any person asserting a fiduciary duty claim on behalf of the other Loan Documents except those obligations expressly set forth herein or therein or in right any other express writing executed and delivered by such Guaranteed Party and the Loan Parties or any such affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the Company in connection with transactions contemplated hereby among the offering of Guaranteed Parties or among the Shares or any matters leading up to Loan Parties and the offering of the SharesGuaranteed Parties.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Level 3 and the Borrower, on behalf of themselves and the Subsidiaries, acknowledges and agrees that: (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this AgreementAgent, including the determination of Joint Lead Arrangers, the offering price of Joint Bookrunning Managers, the Shares Co-Managers and any related discounts and commissions, is an the Lenders are arm’s-length commercial transaction transactions between Level 3, the CompanyBorrower, the Subsidiaries and their Affiliates, on the one hand, and the several UnderwritersAgent, the Joint Lead Arrangers, the Joint Bookrunning Managers, the Co- Managers and the Lenders and their Affiliates, on the other hand; , (B) each of Level 3 and the Company Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Level 3 and the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with (A) the Agent, each transaction contemplated hereby Joint Lead Arranger, each Joint Bookrunning Manager, each Co-Manager and the process leading to such transaction each Underwriter Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for Level 3, the Borrower or any of the Company or its their Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiB) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Company Agent, any Joint Lead Arranger, any Joint Bookrunning Manager, any Co-Manager or any Lender has any obligation to Level 3, the Borrower or any of their Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Agent, the Joint Lead Arrangers, the Joint Bookrunning Managers, the Co-Managers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Level 3, the CompanyBorrower and their Affiliates, and none of the several Underwriters have no Agent, any Joint Lead Arranger, any Joint Bookrunning Manager, any Co-Manager or any Lender has any obligation to disclose any of such interests to Level 3, the Borrower or transactions to the Company by virtue any of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatetheir Affiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, Level 3 and the Borrower hereby waive and release any claims it that they may have against the Underwriters arising from Agent, the Joint Lead Arrangers, the Joint Bookrunning Managers, the Co-Managers and the Lenders with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company Each Borrower acknowledges and agrees that: (i) the purchase and sale that in connection with all aspects of the Shares pursuant transactions contemplated hereby and any communications in connection therewith (a) no fiduciary, advisory or agency relationship between the Borrowers, on the one hand, and any Agent or any Lender, on the other hand, is intended to be or has been created, by implication or otherwise, in respect of any of the financing transactions contemplated by this Agreement, irrespective of whether any Agent or any Lender has advised or is advising Mondelēz International or any of its Subsidiaries on other matters (it being understood and agreed that nothing in this provision will relieve any Agent or any Lender of any advisory or fiduciary responsibilities it may have in connection with other transactions) and no such duty will be deemed to have arisen in connection with any such transactions or communications and (b) each Agent and each Lender may have economic interests that conflict with those of the Borrowers, their equityholders and/or their affiliates and the transactions contemplated by this Agreement (including the determination exercise of the offering price of the Shares rights and any related discounts remedies hereunder and commissions, is an thereunder) are arm’s-length commercial transaction transactions between the CompanyAgents and the Lenders, on the one hand, and the several UnderwritersBorrowers, on the other hand; the Company is capable of evaluating other. Each Borrower acknowledges and understanding agrees that it has consulted its own legal and understands and accepts the terms, risks and conditions of financial advisors in connection with the transactions contemplated by this Agreement; (ii) in connection hereby to the extent it deemed appropriate and that it is responsible for making its own independent judgment with each transaction contemplated hereby respect to such transactions and the process leading thereto. 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 such Borrower, in connection with such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Company and each Selling Stockholder acknowledges and agrees that: that (i) the purchase and sale of the Shares pursuant to this Agreement, Agreement (including the determination of the offering price terms of the Shares and any related discounts and commissions, offering of the Shares) is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliatesany Selling Stockholder, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any such Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement; , (iv) the several Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company or any such Selling Stockholder and the several Underwriters have no obligation to disclose or account to the Company or any such Selling Stockholder for any of such interests or transactions to the Company by virtue of any agencydiffering interests, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby Company and the transactions contemplated under this Agreement, and the Company each Selling Stockholder has consulted its own legal, accountingtax, regulatory accounting and tax financial advisors to the extent they it deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and each Selling Stockholder hereby agrees that none it will not claim that the Underwriters, or any of the Underwriters shall them, have rendered advisory services of any liability (whether direct nature or indirect) respect, or owes a fiduciary or similar duty to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Selling Stockholder, in connection with such transaction or the offering of the Shares or any matters process leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges and each Borrowing Subsidiary, on behalf of itself and its subsidiaries, agrees that: (i) the purchase and sale that in connection with all aspects of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares transactions contemplated hereby and any related discounts and commissionscommunications in connection therewith, is an arm’s-length commercial transaction between the Company, the Subsidiaries and their Affiliates, on the one hand, and the several UnderwritersAgents, the Arrangers, the Lenders, the Issuing Banks and their Affiliates, on the other hand; , will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions part of the transactions contemplated by this Agreement; (ii) Agents, the Arrangers, the Lenders, the Issuing Banks or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. The Company and each transaction contemplated hereby Borrowing Subsidiary, on behalf of itself and the process leading to such transaction its subsidiaries, acknowledges that each Underwriter is Agent, each Arranger, each Lender and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters each Issuing Bank and their respective Affiliates may have economic interests that conflict with those of the Company, the Subsidiaries, their equityholders and/or their Affiliates. The Agents, the Arrangers, the Lenders, the Issuing Banks and their Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Company, the Borrowing Subsidiaries and their Affiliates, and none of the several Underwriters have no Agents, the Arrangers, the Lenders, the Issuing Banks or their Affiliates has any obligation to disclose any of such interests or transactions to the Company by virtue Company, any Borrowing Subsidiary or any of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatetheir Affiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, the Company and each Borrowing Subsidiary, on behalf of itself and its subsidiaries, hereby waives and releases any claims that it or any of its Affiliates may have against the Underwriters arising from Agents, the Arrangers, the Lenders, the Issuing Banks and their Affiliates with respect to any breach or alleged breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Shareslending transaction contemplated hereby. SECTION 9.18.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale Each of the Shares pursuant to this AgreementParent and the Borrower, including the determination on behalf of itself and its subsidiaries, agrees that in connection with all aspects of the offering price of the Shares transactions contemplated hereby and any related discounts communications in connection therewith, the Parent, the Borrower, the other Subsidiaries and commissions, is an arm’s-length commercial transaction between the Companytheir Affiliates, on the one hand, and the several UnderwritersAdministrative Agent, the Lenders, the Issuing Banks and their Affiliates, on the other hand; , will have a business relationship that does not create, by implication or otherwise, an advisory, fiduciary or agency relationship or fiduciary or other implied duty on the Company is capable part of evaluating the Administrative Agent, the Lenders, the Issuing Banks or their Affiliates, and understanding no such duty will be deemed to have arisen in connection with any such transactions or communications. The Loan Parties acknowledge and understands and accepts the terms, risks and conditions of agree that: (i) the transactions contemplated by this Agreement; 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 each Loan Party, on the other, and (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliatesthereto, shareholders, members, partners, creditors or employees or any other party; (iiix) no Underwriter Lender has assumed or will assume an advisory or fiduciary responsibility in favor of the Company any Loan Party, its respective stockholders or its respective affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether such Underwriter any Lender has advised or advised, is currently advising the Company or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to the Company any Loan Party except the obligations expressly set forth in this Agreement; the Loan Documents and (ivy) each Lender is acting solely as principal and not as the several Underwriters agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. The Administrative Agent, the Arrangers, the Lenders, the Issuing Banks and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the CompanyParent, the Borrower and their Affiliates, and none of the several Underwriters have no Administrative Agent, the Arrangers, the Lenders, the Issuing Banks or their Affiliates has any obligation to disclose any of such interests or transactions to the Company by virtue Parent, the Borrower or any of any agency, fiduciary or advisory relationship; their Affiliates. Each Loan Party acknowledges and (v) agrees that such Loan Party has consulted its own legal and financial advisors to the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the offering transactions contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateprocess leading thereto. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and Each Loan Party agrees that none it will not claim that any Lender, in its capacity as such, has rendered advisory services of the Underwriters shall have any liability (whether direct nature or indirect) to the Company in respect of such respect, or owes a fiduciary or similar duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company such Loan Party, in connection with the offering of transactions contemplated hereby or the Shares or any matters process leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Each of the Company and the Operating Partnership hereby acknowledges and agrees that: that (ia) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersSubject Agent, the Forward Seller and the Forward Purchaser (and any affiliate through which the Subject Agent, the Forward Seller or the Forward Purchaser may be acting), on the other, (b) each of the Subject Agent, the Forward Seller and the Forward Purchaser is acting solely as agent and/or as principal in connection with the public offering of the Shares and in connection with each transaction contemplated by this Agreement, any Terms Agreement and the Master Forward Confirmation and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Subject Agent, the Forward Seller and the Forward Purchaser, on the other hand; , has been or will be created in respect of any of the transactions contemplated by this Agreement, any Terms Agreement and the Master Forward Confirmation, irrespective of whether or not the Subject Agent, the Forward Seller or the Forward Purchaser has advised or is advising the Company on other matters, and none of the Subject Agent, the Forward Seller or the Forward Purchaser has any obligation to the Company with respect to the transactions contemplated by this Agreement, any Terms Agreement or the Master Forward Confirmation except the obligations expressly set forth herein and therein, (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby , any Terms Agreement and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary Master Forward Confirmation, (d) none of the Company or its AffiliatesSubject Agent, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby Forward Seller or the process leading thereto (irrespective of whether such Underwriter Forward Purchaser has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under by this Agreement, any Terms Agreement or the Master Forward Confirmation and the Company it has consulted its own legal, accounting, regulatory and tax advisors to the extent they it has deemed appropriate. The , (e) it is aware that the Subject Agent, the Forward Seller and the Forward Purchaser and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company waives and releasesthe Subject Agent, the Forward Seller and the Forward Purchaser have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise, (f) the Gross Sales Price and Forward Sales Price, as applicable, of the Shares sold pursuant to this Agreement, any Terms Agreement or any Forward Contract will not be established by the Subject Agent, the Forward Seller or the Forward Purchaser, (g) it waives, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from Subject Agent, the Forward Seller and the Forward Purchaser for breach of fiduciary duty or an alleged breach of fiduciary dutyduty in connection with the sale of Shares under this Agreement, any Terms Agreement and the Master Forward Confirmation and agrees that none of the Underwriters Subject Agent, the Forward Seller or the Forward Purchaser shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, employees or creditors of Company and (h) the Company’s engagement of the Subject Agent and the Forward Seller in connection with the offering of and the Shares or any matters process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the SharesCompany and the Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Subject Agent, the Forward Seller or the Forward Purchaser have advised or are currently advising the Company or the Operating Partnership on related or other matters). Each of the Company and the Operating Partnership agrees that it will not claim that any of the Subject Agent, the Forward Seller or the Forward Purchaser has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the Operating Partnership, as applicable, in connection with such transaction or the process leading thereto.

No Fiduciary Relationship. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Sales Agents, the Company acknowledges and agrees that: that (ia) the purchase offering and sale of the Placement Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, on the one hand, Company and the several UnderwritersSales Agents, on (b) the other hand; Sales Agents are acting solely as agents in connection with the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions public offering of the transactions contemplated by this Agreement; (ii) Placement Shares and in connection with each transaction contemplated hereby by this Agreement and the process leading to such transaction each Underwriter is transactions, and has been acting solely as a principal and is the Sales Agents have not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Sales Agents have advised or is are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; , (ivc) the several Underwriters Sales Agents and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company and the several Underwriters Sales Agents have no obligation to disclose or account to the Company for any of such interests or transactions to the Company by virtue of any agencydiffering interests, fiduciary or advisory relationship; and (vd) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accountingtax, regulatory accounting and tax financial advisors to the extent they it deemed appropriate, is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and has not relied upon the Sales Agents or legal counsel for the Sales Agents for any legal, tax, accounting and financial advice in connection with the offering and sale of the Placement Shares. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary dutyclaim, and agrees that none it will not claim, that the Sales Agents or their respective affiliates have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Underwriters Company, in connection with the sale of Placement Shares under this Agreement or the process leading thereto. The Company agrees that the Sales Agents and their respective affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company in connection with the offering Company, employees or creditors of the Shares or any matters leading up to the offering of the SharesCompany.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) that the purchase Placement Agent shall act as an independent contractor, and sale not as a fiduciary, and any duties of the Shares pursuant Placement Agent with respect to this Agreementproviding investment banking services to the Company, including the determination offering of the offering price of the Preferred Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; hereby (ii) including in connection with each transaction contemplated hereby determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the process leading Company. Each party hereto disclaims any intention to such transaction each Underwriter is and impose any fiduciary or similar duty on any other party hereto. Additionally, the Placement Agent has been acting solely not acted as a principal and is not the agent or fiduciary of the Company or its Affiliatesfinancial advisor, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter nor has advised or is currently advising advising, the Company on other matters) or any other obligation person as to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering transactions contemplated hereby hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors Placement Agent shall have no responsibility or liability to the extent they deemed appropriateCompany with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be performed on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the Offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims it that the Company may have against the Underwriters arising from Placement Agent with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges Secured Parties and agrees that: (i) the purchase and sale Administrative Agent may have economic interests that conflict with those of the Shares pursuant Grantor, its stockholders and/or its Affiliates. The Grantor agrees that nothing in the Loan Documents or otherwise will be deemed to this Agreementcreate an advisory, including fiduciary or agency relationship or fiduciary or other implied duty between any Secured Party or the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyAdministrative Agent, on the one hand, and the several UnderwritersGrantor, its stockholders or its Affiliates, on the other hand; the Company is capable of evaluating other. The Grantor acknowledges and understanding and understands and accepts the terms, risks and conditions of agrees that (a) the transactions contemplated by this Agreement; the Loan Documents (iiincluding the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions and (B) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; thereto (iiii) no Underwriter Secured Party nor the Administrative Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Grantor, its stockholder or 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 such Underwriter any Secured Party or the Administrative Agent has advised or advised, is currently advising or will advise the Company Grantor, its stockholders or its Affiliates on other matters) or any other obligation to the Company Grantor except the obligations expressly set forth in this Agreement; the Loan Documents and (ivii) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, each Secured Party and the several Underwriters have no obligation to disclose Administrative Agent is acting solely as principal and not as the agent or fiduciary for the Grantor, its management, stockholders, creditors or any of such interests or transactions to other Person. The Grantor acknowledges and agrees that the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company Grantor has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent they it deemed appropriateappropriate and it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Company waives and releasesGrantor agrees that it will not claim that the Administrative Agent or any Secured Party has rendered advisory services of any nature or respect, or owes any fiduciary or similar duty to the fullest extent permitted by applicable lawGrantor, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with such transaction or the offering of the Shares or any matters process leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) in rendering the purchase services set forth herein, the Underwriter is acting, in its capacity as underwriter, solely in the capacity of an arm’s length contractual counterparty to the Company and sale not as a financial advisor or fiduciary to, or agent of, the Company or any of its affiliates; (ii) the Shares pursuant to this AgreementUnderwriter may perform the services contemplated hereby in conjunction with its affiliates, including the determination of the offering price of the Shares and any related discounts of its affiliates performing services hereunder shall be entitled to the benefits and commissions, is an arm’s-length commercial transaction between be subject to the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable terms of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is a securities firm engaged in securities trading and has been acting solely as a principal brokerage activities and is not providing investment banking and financial advisory services, and in the agent ordinary course of business, the Underwriter and its affiliates may at any time hold long or fiduciary short positions, and may trade or otherwise effect transactions, for its own respective accounts or the accounts of customers, in debt or equity securities of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other partyaffiliates; and (iiiiv) no Underwriter has assumed is an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction, and the Company must consult with its own advisors concerning such matters and will assume an advisory each be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or fiduciary responsibility in favor of liability to the Company with respect to thereto. Any review of the Company, any of its affiliates, any of the transactions contemplated hereby or any other matters relating to such transactions that is performed by the process leading thereto (irrespective Underwriter or any of whether such Underwriter has advised its affiliates will be performed solely for the benefit of the Underwriter, its affiliates and its agents and shall not be on behalf of, or is currently advising for the Company on other matters) benefit of, the Company, any of its affiliates or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesperson.

No Fiduciary Relationship. The Company Each Obligor acknowledges and agrees that: (i) the purchase and sale , in connection with all aspects of the Shares pursuant to each transaction contemplated by this Agreement, including (a)(i) the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyObligors, on the one hand, and each Bank, each Arranger, each Lender, each Letter of Credit Issuer and each of their respective Affiliates through which they may be acting (collectively, the several Underwriters“Applicable Entities”), on the other hand; , have an arms-length business relationship that creates no fiduciary duty on the Company is part of any Applicable Entity, and each Obligor expressly disclaims any fiduciary relationship and, to the fullest extent permitted by law, hereby waives and releases any claims that it may have against any of Applicable Entities with respect to any breach or alleged breach of fiduciary duty in connection with any aspect of any transaction contemplated hereby, (ii) the Obligors have consulted their own legal, accounting, regulatory and tax advisors to the extent that they have deemed it appropriate and (iii) the 222 Obligors are capable of evaluating evaluating, and understanding understand and understands and accepts accept, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and by the process leading to such transaction other Loan Documents and (b)(i) each Underwriter Applicable Entity is and has been acting solely as a principal and, except as expressly agreed in writing, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for any Obligor or any Affiliate of the Company or its Affiliatesany Obligor, shareholders, members, partners, creditors or employees or any other partyPerson; (iiiii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Company Applicable Entities has any obligation to the Obligors or any of their Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Applicable Entities and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the CompanyObligors and their Affiliates, and none of the several Underwriters have no Applicable Entities has any obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary Obligors or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharestheir Affiliates.

No Fiduciary Relationship. The Company acknowledges Each of Holdings and each Borrower, on behalf of itself and its Subsidiaries, agrees that: that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this AgreementAgents, including the determination of Issuing Banks and the offering price of the Shares and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction transactions between Holdings, the CompanyBorrowers and its Affiliates, on the one hand, and the several UnderwritersAgents, the Issuing Banks and the Lenders, on the other hand; provided that Holdings and the Company is Borrowers acknowledge that Barclays Capital Inc., an Affiliate of Barclays, was retained by the Lead Borrower (or its Affiliates) as a buy-side financial advisor in connection with the Acquisition. Holdings and the Lead Borrower, on behalf of itself and its Subsidiaries, agree not to assert any claim that the Lead Borrower and its respective Subsidiaries and Affiliates might allege based on any actual or potential conflict of interest that might be asserted to arise or result from, on the one hand, the engagement of Barclays Capital Inc., and on the other hand, Barclays’ or its Affiliates’ respective relationships as Lender, Lead Arranger, joint bookrunner or Issuing Bank, as applicable, described herein, (B) Holdings and the Lead Borrower have each consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (C) Holdings and the Lead Borrower are each capable of evaluating evaluating, and understanding understand and understands and accepts accept, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with (A) each transaction contemplated hereby of the Agents, the Issuing Banks and the process leading to such transaction each Underwriter Lenders is and has been acting solely as a principal and and, except as expressly agreed in writing by the relevant parties, has not been, is not the and will not be acting as an advisor, agent or fiduciary for Holdings, the Lead Borrower, any of the Company or its Affiliates, shareholders, members, partners, creditors or employees their respective Affiliates or any other party; Person and (iiiB) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Company Agents, the Issuing Banks and the Lenders has any obligation to Holdings, the Lead Borrower or any of their respective Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Agents, the Issuing Banks and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyLead Borrower, Holdings and their respective Affiliates, and none of the several Underwriters have no Agents, the Issuing Banks and the Lenders has any obligation to disclose any of such interests to Holdings, the Lead Borrower or transactions to the Company by virtue any of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatetheir respective Affiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, each of Holdings and the Leda Borrower hereby agrees that it will not assert any claims it may have claim against the Underwriters arising from breach of fiduciary duty any Agent, any Issuing Bank or any Lender based on an alleged breach of fiduciary dutyduty by such Agent, and agrees that none of the Underwriters shall have any liability (whether direct such Issuing Bank or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Lender in connection with this Agreement and the offering of other Loan Documents and the Shares or any matters leading up to the offering of the Sharestransactions contemplated hereby and thereby.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) that the purchase Placement Agent shall act as an independent contractor, and sale not as a financial advisor, fiduciary, and any duties of the Shares pursuant Placement Agent with respect to this Agreementproviding investment banking services to the Company, including the determination offering of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions Securities contemplated by this Agreement; hereby (ii) including in connection with each transaction contemplated hereby determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the process leading Company. Each party hereto disclaims any intention to such transaction each Underwriter impose any fiduciary or similar duty on any other party hereto. Additionally, the Placement Agent has not advised, nor is and has been acting solely as a principal and is not the agent or fiduciary of advising, the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect person as to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering transactions contemplated hereby hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors Placement Agent shall have no responsibility or liability to the extent they deemed appropriateCompany with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be performed on behalf of the Company or any other person. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims it that the Company may have against the Underwriters arising from Placement Agent with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges Each of Holdings and the Borrower, on behalf of itself and its Subsidiaries, agrees that: that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this AgreementAgents, including the determination of Issuing Banks and the offering price of the Shares and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction 254 transactions between Holdings, the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersAgents, the Issuing Banks and the Lenders, on the other hand; provided that Holdings and the Company is Borrower acknowledges that Barclays Capital Inc., an Affiliate of Barclays, was retained by the Borrower (or its Affiliates) as a buy-side financial advisor in connection with the Acquisition. Holdings and the Borrower, on behalf of itself and its Subsidiaries, agree not to assert any claim that the Borrower and its respective Subsidiaries and Affiliates might allege based on any actual or potential conflict of interest that might be asserted to arise or result from, on the one hand, the engagement of Barclays Capital Inc., and on the other hand, Barclays’ or its Affiliates’ respective relationships as Lender, Lead Arranger, joint bookrunner or Issuing Bank, as applicable, described herein, (B) Holdings and the Borrower have each consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and (C) Holdings and the Borrower are each capable of evaluating evaluating, and understanding understand and understands and accepts accept, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with (A) each transaction contemplated hereby of the Agents, the Issuing Banks and the process leading to such transaction each Underwriter Lenders is and has been acting solely as a principal and and, except as expressly agreed in writing by the relevant parties, has not been, is not the and will not be acting as an advisor, agent or fiduciary for Holdings, the Borrower, any of the Company or its Affiliates, shareholders, members, partners, creditors or employees their respective Affiliates or any other party; Person and (iiiB) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Company Agents, the Issuing Banks and the Lenders has any obligation to Holdings, the Borrower or any of their respective Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Agents, the Issuing Banks and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower, Holdings and their respective Affiliates, and none of the several Underwriters have no Agents, the Issuing Banks and the Lenders has any obligation to disclose any of such interests to Holdings, the Borrower or transactions to the Company by virtue any of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatetheir respective Affiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, each of Holdings and the Borrower hereby agrees that it will not assert any claims it may have claim against the Underwriters arising from breach of fiduciary duty any Agent, any Issuing Bank or any Lender based on an alleged breach of fiduciary dutyduty by such Agent, and agrees that none of the Underwriters shall have any liability (whether direct such Issuing Bank or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Lender in connection with this Agreement and the offering of other Loan Documents and the Shares or any matters leading up to the offering of the Sharestransactions contemplated hereby and thereby.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated by the Loan Documents, Xxxxxxxx and Guarantor each acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares Loan Documents and any related discounts and commissionsarranging or other services described in any of the Loan Documents (or in any commitment letter by PNC Bank, the Arranger or any affiliate thereof) is an arm’s-length commercial transaction between the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersArranger, on the other hand; the Company is , and Borrower, Guarantor and their respective Affiliates and subsidiaries are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreementthe Loan Documents; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction transaction, PNC Bank and the Arranger each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary fiduciary, for Borrower, Guarantor or any of the Company or its their respective subsidiaries, Affiliates, shareholders, members, partnersstockholders, creditors or 111 employees or any other party; (iii) no Underwriter neither PNC Bank nor the Arranger has assumed or will assume an advisory advisory, agency or fiduciary responsibility in Borrower’s, Guarantor’s, or any of their respective Affiliates’ or subsidiaries’ favor of the Company with respect to any of the transactions contemplated hereby by the Loan Documents or the process leading thereto (irrespective of whether such Underwriter PNC Bank or the Arranger has advised or is currently advising the Company any such Person or its Affiliates on other matters) and neither PNC Bank nor the Arranger has any obligation to Borrower, Guarantor or any other obligation of their respective Affiliates or subsidiaries with respect to the Company transactions contemplated by the Loan Documents except the those obligations expressly set forth in this Agreementherein and therein; (iv) PNC Bank and the several Underwriters Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower, Guarantor, and their respective Affiliates or subsidiaries and PNC Bank and the several Underwriters Arranger have no obligation to disclose any of such interests or transactions to the Company by virtue of any agencyadvisory, agency or fiduciary or advisory relationship; and (v) PNC Bank and the Underwriters Arranger have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and any of the transactions contemplated under this Agreementby the Loan Documents and Borrower, Guarantor, and the Company has their respective Affiliates and subsidiaries have consulted its their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. The Company Borrower and Guarantor each hereby waives and releases, to the fullest extent permitted by applicable law, any claims that it may have against PNC Bank and the Underwriters arising from Arranger with respect to any breach of fiduciary duty or an alleged breach of agency or fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) duty relating to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of transactions contemplated by the Company in connection with the offering of the Shares or any matters leading up to the offering of the SharesLoan Documents.

No Fiduciary Relationship. The Company Each of Parent and the Borrower hereby acknowledges and agrees that: that (ia)(i) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an Finance Parties are arm’s-length commercial transaction transactions between the CompanyBorrower, and its Affiliates, on the one hand, and the several Underwriters, applicable Finance Parties on the other hand; , (ii) the Company Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Finance Documents; (iib)(i) in connection with each transaction contemplated hereby and of the process leading to such transaction each Underwriter Finance Parties is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for the Borrower or any of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; person and (iiiii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Company Finance Parties has any obligation to the Borrower, or any of its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Finance Documents; and (ivc) the several Underwriters Finance Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrower and its Affiliates, and none of the several Underwriters have no Finance Parties has any obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary Borrower or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriateAffiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, each of Parent and the Borrower hereby waives and releases any claims that it may have against the Underwriters arising from Finance Parties with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company acknowledges Administrative Agent, each Lender and agrees that: their Affiliates (i) collectively, solely for purposes of this paragraph, the purchase and sale “Lenders”), may have economic interests that conflict with those of the Shares pursuant Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to this Agreementcreate an advisory, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction fiduciary or agency relationship or fiduciary or other implied duty between the CompanyLender, on the one hand, and the several UnderwritersBorrower or any of its Subsidiaries, its stockholders or its Affiliates, on the other hand; the Company is capable other. The Borrower and each of evaluating its Subsidiaries each acknowledge and understanding and understands and accepts the terms, risks and conditions of agree that (i) the transactions contemplated by this Agreement; 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 other, and (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely thereto, (x) except as a principal and is not the agent or fiduciary otherwise provided in any of the Company or its AffiliatesLoan Documents, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter Lender has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower or any of its Subsidiaries, any of their stockholders or affiliates (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any of its Subsidiaries, their stockholders or their affiliates on other matters) and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management or stockholders. The Borrower and each Obligor each acknowledge and agree that it has consulted 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 and each Obligor each agree that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to the Borrower or any of the its Subsidiaries, in each case, in connection with such transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatethereto. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.123

No Fiduciary Relationship. The Company Holdings and the Borrower each acknowledge and agree, and acknowledges its respective Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and agrees that: (i) in the purchase other Loan Documents and sale each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to Holdings and the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, Holdings or the Borrower or any other Person. Holdings and the Borrower agree that they will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, Holdings and the Borrower each acknowledge and agree that no Credit Party is advising either Holdings or the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. Holdings and the Borrower shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one handtransactions contemplated hereby, and the several UnderwritersCredit Parties shall have no responsibility or liability to Holdings or the Borrower with respect thereto. 170 Holdings and the Borrower further each acknowledge and agree, on and acknowledges its respective Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, 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 Credit Party may provide investment banking and other hand; financial services to, and/or acquire, hold or sell, for its own accounts and the Company is capable accounts of evaluating customers, equity, debt and understanding other securities and understands financial instruments (including bank loans and accepts other obligations) of, Holdings or the termsBorrower and other companies with which Holdings or the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, risks all rights in respect of such securities and conditions financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, Holdings and the Borrower each acknowledge and agree, and acknowledges its respective Subsidiaries’ understanding, that each Credit 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 Holdings or the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from Holdings or the Borrower by virtue of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Loan Documents or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company relationships with respect to any of the transactions contemplated hereby Holdings or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Borrower in connection with the offering performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Holdings and the Shares Borrower also each acknowledge that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or any matters leading up to furnish to Holdings or the offering of the SharesBorrower, confidential information obtained from other companies.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) that the purchase Placement Agents shall act as independent contractors, and sale not as a fiduciaries, and any duties of the Shares pursuant Placement Agents with respect to this Agreementproviding investment banking services to the Company, including the determination offering of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions Securities contemplated by this Agreement; hereby (ii) including in connection with each transaction contemplated hereby determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the process leading Company. Each party hereto disclaims any intention to such transaction each Underwriter is and has been acting solely impose any fiduciary or similar duty on any other party hereto. Additionally, the Placement Agents have not acted as a principal and is not the agent or fiduciary of the Company or its Affiliatesfinancial advisor, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter nor has advised or is currently advising advising, the Company on other matters) or any other obligation person as to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering transactions contemplated hereby hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors Placement Agents shall have no responsibility or liability to the extent they deemed appropriateCompany with respect thereto. Any review by the Placement Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions have been and will be performed solely for the benefit of the Placement Agents and have not been and shall not be performed on behalf of the Company or any other person. It is understood that the Placement Agents have not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agents may have financial interests in the success of the Offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims it that the Company may have against the Underwriters arising from Placement Agents with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges Each Agent, each Lender and agrees that: their respective Affiliates (i) collectively, solely for purposes of this paragraph, the purchase and sale “Lenders”), may have 153 economic interests that conflict with those of the Shares pursuant Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to this Agreementcreate an advisory, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction fiduciary or agency relationship or fiduciary or other implied duty between the CompanyLender, on the one hand, and the several UnderwritersBorrower or any of its Subsidiaries, its stockholders or its Affiliates, on the other hand; the Company is capable other. The Borrower and each of evaluating its Subsidiaries each acknowledge and understanding and understands and accepts the terms, risks and conditions of agree that (i) the transactions contemplated by this Agreement; 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 other, and (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely thereto, (x) except as a principal and is not the agent or fiduciary otherwise expressly provided in any of the Company or its AffiliatesLoan Documents, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter Lender has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower or any of its Subsidiaries, any of their stockholders or affiliates (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any of its Subsidiaries, their stockholders or their affiliates on other matters) and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management or stockholders. The Borrower and each Obligor each acknowledge and agree that it has consulted 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 and each Obligor each agree that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to the Borrower or any of the its Subsidiaries, in each case, in connection with such transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company Each Obligor acknowledges and agrees that: (i) the purchase and sale , in connection with all aspects of the Shares pursuant to each transaction contemplated by this Agreement, including (a)(i) the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyObligors, on the one hand, and each Bank, each Arranger, each Lender, each Letter of Credit Issuer and each of their respective Affiliates through which they may be acting (collectively, the several Underwriters“Applicable Entities”), on the other hand; , have an arms-length business relationship that creates no fiduciary duty on the Company is part of any Applicable Entity, and each Obligor expressly disclaims any fiduciary relationship and, to the fullest extent permitted by law, hereby waives and releases any claims that it may have against any of Applicable Entities with respect to any breach or alleged breach of fiduciary duty in connection with any aspect of any transaction contemplated hereby, (ii) the Obligors have consulted their own legal, accounting, regulatory and tax advisors to the extent that they have deemed it appropriate and (iii) the Obligors are capable of evaluating evaluating, and understanding understand and understands and accepts accept, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and by the process leading to such transaction other Loan Documents and (b)(i) each Underwriter Applicable Entity is and has been acting solely as a principal and, except as expressly agreed in writing, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for any Obligor or any Affiliate of the Company or its Affiliatesany Obligor, shareholders, members, partners, creditors or employees or any other partyPerson; (iiiii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor none of the Company Applicable Entities has any obligation to the Obligors or any of their Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Applicable Entities and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the CompanyObligors and their Affiliates, and none of the several Underwriters have no Applicable Entities has any obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary Obligors or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Sharestheir Affiliates.

No Fiduciary Relationship. The Company Borrower acknowledges and agrees that: that (ia) each Deerfield Lender is acting at arm’s length from the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower with respect to any of this Amendment and the Transaction Documents and the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreementand thereby; (ivb) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Companyno Deerfield Lender will, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company solely by virtue of this Amendment or any of the Transaction Documents or any transaction contemplated hereby or thereby, become an Affiliate of, or have any agency, tenancy or joint venture relationship with, the Borrower; (c) no Deerfield Lender has acted, or is or will be acting, as a financial advisor to, or fiduciary (or in any similar capacity) of, or has any fiduciary or advisory relationship; and (v) similar duty to, the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction Borrower with respect to to, or in connection with, this Amendment and the offering contemplated hereby Transaction Documents and the transactions contemplated under this Agreementhereby and thereby, and the Company Borrower agrees not to assert, and hereby waives, any claim that any Deerfield Lender has consulted its own legal, accounting, regulatory and tax advisors any fiduciary duty to the extent they deemed appropriate. The Company waives and releases, to the fullest extent permitted Borrower; (d) any advice given by applicable law, a Deerfield Lender or any claims it may have against the Underwriters arising from breach of fiduciary duty its representatives or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company agents in connection with this Amendment and the offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Deerfield Lender’s performance of its obligations hereunder and thereunder; and (e) the Shares or any matters leading up Borrower’s decision to enter into this Amendment has been based solely on the offering of independent evaluation by the SharesBorrower and their representatives.

No Fiduciary Relationship. The Company Corporation acknowledges and agrees that: that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, Corporation on the one hand, and the several Underwriters, the Forward Purchasers and the Forward Sellers on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offering contemplated hereby and the process leading to such transaction transaction, each Underwriter Underwriter, Forward Purchaser and Forward Seller is and has been acting solely as a principal and is not the agent or fiduciary of the Company Corporation or its Affiliates, shareholders, memberscreditors, partnersemployees, creditors or employees or any other party; , (iii) no Underwriter Underwriter, Forward Purchaser or Forward Seller has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Corporation with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Underwriter, Forward Purchaser or Forward Seller has advised or is currently advising the Company Corporation on other matters) and no Underwriter, Forward Purchaser or Forward Seller has any other obligation to the Company Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , the Forward Sale Agreements and the Additional Forward Sale Agreements, if any, (iv) the several Underwriters Underwriters, the Forward Purchasers and the Forward Sellers and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCorporation, and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering transaction contemplated hereby and the transactions contemplated under this Agreement, and the Company Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers acknowledges and agrees agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Shares pursuant to this AgreementAdministrative Agent, including the determination of Arrangers and the offering price of the Shares and any related discounts and commissions, is an 166 Lenders are arm’s-length commercial transaction transactions between the CompanyBorrowers and their respective Affiliates, on the one hand, and the several UnderwritersAdministrative Agent, the Arrangers and the Lenders, on the other hand; , (B) each of the Company Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrowers is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with each transaction contemplated hereby (A) the Administrative Agent, the Arrangers and the process leading to such transaction Lenders each Underwriter is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the be acting as an advisor, agent or fiduciary for the Borrowers or any of the Company or its their respective Affiliates, shareholders, members, partners, creditors or employees or any other party; Person and (iiiB) no Underwriter neither the Administrative Agent, the Arrangers nor any Lender has assumed any obligation to the Borrowers or will assume an advisory or fiduciary responsibility in favor any of the Company their respective Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Administrative Agent, the Arrangers, the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyBorrowers and their respective Affiliates, and neither the several Underwriters have no Administrative Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests or transactions to the Company by virtue Borrowers or any of any agency, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriatetheir respective Affiliates. The Company waives and releases, to To the fullest extent permitted by applicable law, each of the Borrowers hereby waives and releases any claims that it may have against the Underwriters arising from Administrative Agent, the Arrangers and the Lenders with respect to any breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct agency or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering any aspect of the Shares or any matters leading up to the offering of the Sharestransaction contemplated hereby.

No Fiduciary Relationship. The Company acknowledges Administrative Agent, the Arranger, each Lender and agrees that: their Affiliates (i) collectively, solely for purposes of this paragraph, the purchase and sale “Lenders”), may have economic interests that conflict with those of the Shares pursuant Borrower and its Subsidiaries, their stockholders and/or their affiliates. Borrower agrees that nothing herein or otherwise will be deemed to this Agreementcreate an advisory, including the determination of the offering price of the Shares and fiduciary or agency relationship or fiduciary or other implied duty between any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyLender, on the one hand, and the several UnderwritersBorrower, its Subsidiaries, its stockholders or its affiliates, on the other hand; the Company is capable of evaluating other. Borrower acknowledges and understanding and understands and accepts the terms, risks and conditions of agrees that (i) the transactions contemplated by this Agreement; 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 (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliatesthereto, shareholders, members, partners, creditors or employees or any other party; (iiix) no Underwriter Lender has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Borrower or any of its Subsidiaries, its stockholders or 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 such Underwriter any Lender has advised or advised, is currently advising or will advise the Company Borrower or any of its Subsidiaries, its stockholders or its Affiliates on other matters) or any other obligation to the Company Borrower or any of its Subsidiaries except the obligations expressly set forth in this Agreement; the Loan Documents and (ivy) each Lender is acting solely as principal and not as the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those agent or fiduciary of the Company, and the several Underwriters have no obligation to disclose Borrower or any of such interests its Subsidiaries, its management, stockholders, creditors or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; other Person. Borrower acknowledges and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreement, and the Company agrees that it has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent they it deemed appropriateappropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and Borrower agrees that none it will not claim that any Lender has rendered advisory services of the Underwriters shall have any liability (whether direct nature or indirect) to the Company in respect of such respect, or owes a fiduciary or similar duty claim to it or to any person asserting a fiduciary duty claim on behalf of or in right of the Company its Subsidiaries, in connection with such transaction or the offering of the Shares or any matters process leading up to the offering of the Sharesthereto.

No Fiduciary Relationship. The Company acknowledges Transaction Entities and agrees that: the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the CompanySelling Stockholders, on the one hand, and the several Underwriters, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offering contemplated hereby and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, the Operating Partnership, the Selling Stockholders or its Affiliatestheir respective securityholders, shareholderscreditors, members, partners, creditors or employees or any other party; , (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Operating Partnership or any Selling Stockholder with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, the Operating Partnership or any Selling Stockholders on other matters) or and no Underwriter has any other obligation to the Company Company, the Operating Partnership or any Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , (iv) the several Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the Operating Partnership and the several Underwriters have no obligation to disclose any of such interests or transactions to the Company by virtue of any agencySelling Stockholders, fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering transactions contemplated hereby and each of the transactions contemplated under this Agreement, Company and the Company Selling Stockholders has consulted its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. The Company waives and releases, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares or any matters leading up to the offering of the Shares.

No Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares Units pursuant to this Agreement, including the determination of the offering price of the Shares Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its Affiliates, shareholders, members, partners, creditors or employees or any other party; (iii) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and the several Underwriters have Underwriter has no obligation to disclose any of such interests or transactions to the Company by virtue of any agency, fiduciary or advisory relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice in any jurisdiction with respect to the offering contemplated hereby and the transactions contemplated under this Agreementhereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the fullest full extent permitted by applicable law, any claims it may have against the Underwriters Underwriter arising from breach of fiduciary duty or an alleged breach of fiduciary duty, and agrees that none of the Underwriters shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company in connection with the offering of the Shares Units or any matters leading up to the offering of the SharesUnits.