Common use of Nonliability of Administrative Agent and Lenders Clause in Contracts

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. 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, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, Borrowers on the one hand, and the Lenders, the Issuing Banks hand and the Administrative Agent, Agent and Lenders on the other hand, hand shall be solely that of borrower and lender. None of the The Administrative Agent, any Issuing Bank or any Lender shall Agent and Lenders do not have any fiduciary responsibilities relationship with or duty to the Borrower and no provision any Credit Party arising out of or in connection with this Agreement or in any of the other Loan DocumentsFinancing Agreements, and no course of dealing the relationship between or among any of the parties heretoCredit Parties, shall be deemed to create any fiduciary duty owing by on the one hand, and the Administrative AgentAgent and Lenders, any Issuing Bank on the other hand, in connection herewith or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Partytherewith is solely that of debtor and creditor. None of the The Administrative Agent, any Issuing Bank or any Lender undertakes Agent does not undertake any responsibility to the Borrower any Credit Party to review or inform the Borrower any Credit Party of any matter in connection with any phase of the Borrowerany Credit Party’s business or operations. In connection with all aspects The Borrower Agent agrees, on behalf of itself and each transaction contemplated hereby other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (including whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Financing Agreements, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any other Loan Documentcompetent jurisdiction that such losses resulted from the gross negligence, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE), . Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding delivery of this Agreement provided and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent, the Arrangers Agent and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyLenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, on the other hand; (b) neither the Administrative Agent nor any Lender has assumed or will assume any advisory, (B) agency or fiduciary responsibility in favor of the Borrower has consulted its own legal, accounting, regulatory and tax advisors or any other Loan Party with respect to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions any of the transactions contemplated hereby and by or the other Loan Documents; process leading hereto (ii) (A) each irrespective of whether the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Lender or any of its Affiliatestheir respective Affiliates has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other Person matters) and (B) none of neither the Administrative Agent, the Arrangers or Agent nor any Lender has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the 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 Borrower Borrower, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Arrangers and the Lenders Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or by virtue of any of its Affiliates. To the fullest extent permitted by lawadvisory, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyrelationship.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender shall have any fiduciary responsibilities to NSA REIT, the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank Agent or any Lender to any Lender, NSA REIT, the Borrower, any Subsidiary or any other Loan Party. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby hereby, NSA REIT, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between NSA REIT, the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, on the other hand; (b) neither the Administrative Agent nor any Lender has assumed or will assume any advisory, (B) agency or fiduciary responsibility in favor of NSA REIT, the Borrower has consulted its own legal, accounting, regulatory and tax advisors or any other Loan Party with respect to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions any of the transactions contemplated hereby and by or the other Loan Documents; process leading hereto (ii) (A) each irrespective of whether the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Lender or any of its Affiliatestheir respective Affiliates has advised or is currently advising NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates on other Person matters) and (B) none of neither the Administrative Agent, the Arrangers or Agent nor any Lender has any obligation to NSA REIT, the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the 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 NSA REIT, the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Arrangers and the Lenders Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or by virtue of any of its Affiliates. To the fullest extent permitted by lawadvisory, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyrelationship.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, Borrowers on the one hand, and the Lenders, the Issuing Banks hand and the Administrative Agent, Agent and Lenders on the other hand, hand shall be solely that of borrower and lender. None of the The Administrative Agent, any Issuing Bank or any Lender shall Agent and Lenders do not have any fiduciary responsibilities relationship with or duty to the Borrower and no provision any Credit Party arising out of or in connection with this Agreement or in any of the other Loan DocumentsFinancing Agreements, and no course of dealing the relationship between or among any of the parties heretoCredit Parties, shall be deemed to create any fiduciary duty owing by on the one hand, and the Administrative AgentAgent and Lenders, any Issuing Bank on the other hand, in connection herewith or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan PartyDM3\2429630.8 therewith is solely that of debtor and creditor. None of the The Administrative Agent, any Issuing Bank or any Lender undertakes Agent does not undertake any responsibility to the Borrower any Credit Party to review or inform the Borrower any Credit Party of any matter in connection with any phase of the Borrowerany Credit Party’s business or operations. In connection with all aspects The Borrower Agent agrees, on behalf of itself and each transaction contemplated hereby other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (including whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Financing Agreements, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any other Loan Documentcompetent jurisdiction that such losses resulted from the gross negligence, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE), . Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding delivery of this Agreement provided and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent, the Arrangers Agent and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyLenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, Borrowers on the one hand, and the Lenders, the Issuing Banks hand and the Administrative Agent, Agent and Lenders on the other hand, hand shall be solely that of borrower and lender. None of the The Administrative Agent, any Issuing Bank or any Lender shall Agent and Lenders do not have any fiduciary responsibilities relationship with or duty to the Borrower and no provision any Credit Party arising out of or in connection with this Agreement or in any of the other Loan DocumentsFinancing Agreements, and no course of dealing the relationship between or among any of the parties heretoCredit Parties, shall be deemed to create any fiduciary duty owing by on the one hand, and the Administrative AgentAgent and Lenders, any Issuing Bank on the other hand, in connection herewith or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Partytherewith is solely that of debtor and creditor. None of the The Administrative Agent, any Issuing Bank or any Lender undertakes Agent does not undertake any responsibility to the Borrower any Credit Party to review or inform the Borrower any Credit Party of any matter in connection with any phase of the Borrowerany Credit Party’s business or operations. In connection with all aspects The Borrower Agent agrees, on behalf of itself and each transaction contemplated hereby other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (including whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Financing Agreements, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any other Loan Documentcompetent jurisdiction that such losses resulted from the gross negligence, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE), . Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding delivery of this Agreement provided and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent, the Arrangers Agent and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyLenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. 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, and acknowledges its Affiliates’ understandingunderstanding and agreement, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, the Lenders and the Lenders Issuing Banks are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, the Lenders and the LendersIssuing Banks, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, each Lender and the Lenders each Issuing Bank 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 will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, any other Loan Party or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Arrangers or Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, any Lender nor any Issuing Bank has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Syndication Agent, the Lenders Co-Documentation Agents, the Lead Arrangers, the Lenders, the Issuing Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, or conflict with, those of the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Arrangers and Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, the Lenders nor any Issuing Bank has any obligation to disclose any of such interests to the Borrower Borrower, any other Loan Party or any of their respective Affiliates. The Borrower agrees, and acknowledges its Affiliates’ understanding and agreement, that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, the Lenders and the Issuing Banks, on the one hand, and any Loan Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, any Lender and the Lenders any Issuing Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, among each Loan Party on the one hand, hand and the Lenders, the Issuing Banks Administrative Agent and the Administrative Agent, Lenders on the other hand, hand shall be solely that of borrower or debtor, as applicable, and lender. None of the Neither Administrative Agent, any Issuing Bank or Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to the Borrower and no provision any Loan Party arising out of or in connection with this Agreement or in any of the other Loan Documents, and no course the relationship between the Loan Parties, on the one hand, and Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the debtor and creditors. Neither Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrower’s any Loan Party's business or operations. In connection with all aspects of each transaction contemplated hereby Each Loan Party agrees that neither Administrative Agent nor any Lender shall have any liability to any Loan Party (including whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Loan Documents, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided Documents to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Loan Parties, Administrative Agent and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyLenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, among Borrower on the one hand, hand and the Lenders, the Issuing Banks Administrative Agent and the Administrative Agent, Lenders on the other hand, hand shall be solely that of borrower and lender. None of the Neither Administrative Agent, any Issuing Bank or Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to the Borrower and no provision any Loan Party arising out of or in connection with this Agreement or in any of the other Loan Documents, and no course the relationship between the Loan Parties, on the one hand, and Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the debtor and creditors. Neither Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. In connection with all aspects Other than claims for breach of contract, Borrower agrees, on behalf of itself and each transaction contemplated hereby other Loan Party, that neither Administrative Agent nor any Lender shall have any liability to any Loan Party (including whether sounding in tort or otherwise) for losses suffered by any Loan Party in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Loan Documents, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided Documents to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Loan Parties, Administrative Agent and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyLenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank Agent or any Lender to any Lender, the Borrower, any Subsidiary Borrower or any other Loan Party. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, on the other hand; (b) neither the Administrative Agent nor any Lender has assumed or will assume any advisory, (B) agency or fiduciary responsibility in favor of the Borrower has consulted its own legal, accounting, regulatory and tax advisors or any other Loan Party with respect to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions any of the transactions contemplated hereby and by or the other Loan Documents; process leading hereto (ii) (A) each irrespective of whether the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Lender or any of its Affiliatestheir respective Affiliates has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other Person matters) and (B) none of neither the Administrative Agent, the Arrangers or Agent nor any Lender has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the 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 Borrower Borrower, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Arrangers and the Lenders Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or by virtue of any of its Affiliates. To the fullest extent permitted by lawadvisory, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyrelationship.

Nonliability of Administrative Agent and Lenders. (a) The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Bank and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any the Issuing Bank or any Lender shall have any fiduciary responsibilities to the Parent, the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any the Issuing Bank or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any the Issuing Bank or any Lender undertakes any responsibility to the Parent or the Borrower to review or inform the Parent or the Borrower of any matter in connection with any phase of the Borrower’s business or operations. operations of the Parent or the Borrower. (b) 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 the Loan Document)Documents, the Borrower acknowledges and agrees, the Parent acknowledge and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are each transaction contemplated hereby is an arm’s-length commercial transactions transaction between the Borrower, on the one hand, and the Lenders, the Issuing Bank and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby this Agreement and by the other Loan Documents; , (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative AgentLenders, the Arrangers Issuing Bank or the Administrative Agent has assumed or will assume an advisory, agency or fiduciary responsibility in the Borrower’s, the Parent’s or their respective Affiliates’ favor with respect to any Lender of the transaction contemplated by the Loan Documents and none of the Lenders, the Issuing Bank or the Administrative Agent has any obligation to the Borrower Borrower, the Parent or any of its their respective Affiliates with respect to the transactions transaction contemplated hereby by the Loan Documents except those obligations expressly set forth herein and in the other Loan Documents; and , (iii) the Administrative AgentLenders, the Arrangers and Issuing Bank, the Lenders Administrative Agent and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the Parent and its Affiliates, their respective Affiliates and none of the Administrative AgentLenders, the Arrangers and Issuing Bank or the Lenders has Administrative Agent shall have any obligation to disclose any of such interests to interests, and (iv) none of the Borrower or any of its Affiliates. To the fullest extent permitted by lawLenders, the Borrower hereby waives and releases any claims that it may have against Issuing Bank or the Administrative AgentAgent has provided any legal, the Arrangers and the Lenders accounting, regulatory or tax advice with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebythis Agreement and the other Loan Documents and the Borrower, the Parent and their respective Affiliates have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

Nonliability of Administrative Agent and Lenders. (a) The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank Agent or any Lender shall have any fiduciary responsibilities to the Parent, the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank Agent or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank Agent or any Lender undertakes any responsibility to the Parent or the Borrower to review or inform the Parent or the Borrower of any matter in connection with any phase of the Borrower’s business or operations. operations of the Parent or the Borrower. (b) 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 the Loan Document)Documents, the Borrower acknowledges and agrees, the Parent acknowledge and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are each transaction contemplated hereby is an arm’s-length commercial transactions transaction between the Borrower, on the one hand, and the Lenders and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby this Agreement and by the other Loan Documents; , (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Lenders or the Administrative AgentAgent has assumed or will assume an advisory, agency or fiduciary responsibility in the Borrower’s, the Arrangers Parent’s or their respective Affiliates’ favor with respect to any Lender of the transaction contemplated by the Loan Documents and none of the Lenders or the Administrative Agent has any obligation to the Borrower Borrower, the Parent or any of its their respective Affiliates with respect to the transactions transaction contemplated hereby by the Loan Documents except those obligations expressly set forth herein and in the other Loan Documents; and , (iii) the Administrative AgentLenders, the Arrangers and the Lenders Administrative Agent and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the Parent and its Affiliates, their respective Affiliates and none of the Lenders or the Administrative Agent, the Arrangers and the Lenders has Agent shall have any obligation to disclose any of such interests to interests, and (iv) none of the Borrower Lenders or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative AgentAgent has provided any legal, the Arrangers and the Lenders accounting, regulatory or tax advice with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebythis Agreement and the other Loan Documents and the Borrower, the Parent and their respective Affiliates have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Sustainability Structuring Agent and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of Neither the Administrative Agent, any Issuing Bank or the Sustainability Structuring Agent nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank the Sustainability Structuring Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of Neither the Administrative Agent, any Issuing Bank or the Sustainability Structuring Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates' understanding, that (a) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’san arm's-length commercial transactions transaction between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Sustainability Structuring Agent and the Lenders, on the other hand; (b) neither the Administrative Agent, (B) the Sustainability Structuring Agent nor any Lender has assumed or will assume any advisory, agency or fiduciary responsibility in favor of the Borrower has consulted its own legal, accounting, regulatory and tax advisors or any other Loan Party with respect to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions any of the transactions contemplated hereby and by or the other Loan Documents; process leading hereto (ii) (A) each irrespective of whether the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal andSustainability Structuring Agent, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Lender or any of its Affiliatestheir respective Affiliates has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other Person matters) and (B) none of neither the Administrative Agent, the Arrangers or Sustainability Structuring Agent nor any Lender has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers and Sustainability Structuring 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 Borrower Borrower, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Arrangers and the Lenders Sustainability Structuring Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or by virtue of any of its Affiliates. To the fullest extent permitted by lawadvisory, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.relationship. ​ ‌ ​ LEGAL02/42113124v8 ​

Nonliability of Administrative Agent and Lenders. The relationship between among the Borrower, Borrowers on the one hand, hand and the Lenders, the Issuing Banks Administrative Agent and the Administrative Agent, Lenders on the other hand, hand shall be solely that of borrower borrower, administrative agent and lender. None of the Neither Administrative Agent, any Issuing Bank or Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to the any Borrower and no provision arising out of or in connection with this Agreement or in any of the other Loan Documents, and no course the relationship between the Borrowers, on the one hand, and Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the debtor and creditors. Neither Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. In connection with all aspects Each Borrower agrees, on behalf of itself and each transaction contemplated hereby other Borrower, that neither Administrative Agent nor any Lender shall have any liability to any Borrower (including whether sounding in tort, contract or otherwise) for losses suffered by any Borrower in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Loan Documents, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided Documents to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable Loan Documents or Table of evaluating, and understands and accepts, the terms, risks and conditions Contents otherwise exists by virtue of the transactions contemplated hereby among the Loan Parties, Administrative Agent and by the other Lenders. Table of Contents The parties hereto have duly executed this Amended and Restated Loan Documents; (ii) (A) each and Security Agreement as of the Administrative Agentdate first written above. BORROWERS: XXXXXXXXXXXX COAL COMPANY, a Delaware corporation By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX ENERGY LLC, aDelaware limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX - NORTH CAROLINA POWER, L.L.C., a Virginialimited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary WEI-ROANOKE VALLEY, INC., aDelaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX - ROANOKEVALLEY, L.P., a Delaware limitedpartnership By:WEI-Roanoke Valley, Inc. its general partner By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary Table of Contents BORROWERS: XXXXXXXXXXXX PARTNERS, a Virginia general partnership By:Xxxxxxxxxxxx-Roanoke Valley, L.P.,its general partner By:WEI-Roanoke Valley, Inc., its general partner By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary By: Xxxxxxxxxxxx-North Carolina Power,L.L.C., its general partner By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX RESOURCES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX XXXXXXXX, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX COAL SALESCOMPANY, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary Table of Contents BORROWERS: WRI PARTNERS, INC., a Delawarecorporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary WCC LAND HOLDING COMPANY, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX CANADA LLC, aDelaware limited liability company By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX ENERGY SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX CANADIANINVESTMENTS, LP, a limited partnershiporganized and existing under the Arrangers laws of theProvince of Quebec By:Xxxxxxxxxxxx Canada LLC, its general partner By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary Table of Contents BORROWERS: WCC HOLDING B.V. By: /s/ R.H.W. FunnekotterName: R.H.W. FunnekotterTitle: Managing Director B WCC HOLDING B.V., a B.V. organized and existing under the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none laws of the Administrative AgentNetherlands By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Managing Director A XXXXXXXXXXXX CANADAHOLDINGS INC., a corporation organizedand existing under the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those laws of the Borrower Province of Alberta By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX PRAIRIERESOURCES INC., a corporation organized and its Affiliatesexisting under the laws of theProvince of Alberta By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary PRAIRIE MINES & ROYALTY ULC, and none anunlimited liability company organized underthe laws of the Administrative AgentProvince of Alberta By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary COAL VALLEY RESOURCES, INC., acorporation organized and existing under thelaws of the Arrangers and the Lenders has any obligation to disclose any Province of such interests to the Borrower or any Alberta By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary Table of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.Contents

Nonliability of Administrative Agent and Lenders. The relationship between among the Borrower, Borrowers on the one hand, hand and the Lenders, the Issuing Banks Administrative Agent and the Administrative Agent, Lenders on the other hand, hand shall be solely that of borrower borrower, administrative agent and lender. None of the Neither Administrative Agent, any Issuing Bank or Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to the any Borrower and no provision arising out of or in connection with this Agreement or in any of the other Loan Documents, and no course the relationship between the Borrowers, on the one hand, and Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the debtor and creditors. Neither Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. In connection with all aspects Each Borrower agrees, on behalf of itself and each transaction contemplated hereby other Borrower, that neither Administrative Agent nor any Lender shall have any liability to any Borrower (including whether sounding in tort, contract or otherwise) for losses suffered by any Borrower in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Loan Documents, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided Documents to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Loan Parties, Administrative Agent and by the other Lenders. The parties hereto have duly executed this Second Amended and Restated Loan Documents; (ii) (A) each and Security Agreement as of the Administrative Agentdate first written above. BORROWERS: XXXXXXXXXXXX COAL COMPANY, a Delaware corporation By:/s/ Xxxxxxxx X. GraftonJennifer S. GraftonSecretary XXXXXXXXXXXX ENERGY LLC, a Delaware limited liability company By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX - NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary WEI-ROANOKE VALLEY, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX - ROANOKE VALLEY, L.P., a Delaware limited partnership By:WEI-Roanoke Valley, Inc. its general partner By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary BORROWERS: XXXXXXXXXXXX PARTNERS, a Virginia general partnership By:Xxxxxxxxxxxx-Roanoke Valley, L.P., its general partner By:WEI-Roanoke Valley, Inc., its general partner By: /s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary By: Xxxxxxxxxxxx-North Carolina Power, L.L.C., its general partner By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX RESOURCES, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX XXXXXXXX, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX COAL SALES COMPANY, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary BORROWERS: WRI PARTNERS, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary WCC LAND HOLDING COMPANY, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX CANADA LLC, a Delaware limited liability company By:/s/ Xxxxxxxx X. GraftonJennifer S. GraftonSecretary XXXXXXXXXXXX ENERGY SERVICES, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX MINING LLC, a Delaware limited liability company By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary WESTERN ENERGY COMPANY, a Montana corporation By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary BORROWERS: TEXAS XXXXXXXXXXXX COAL CO., a Montana corporation By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX SAVAGE CORPORATION, a Delaware corporation By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary DAKOTA XXXXXXXXXXXX CORPORATION, a Delaware corporation By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX CANADIAN INVESTMENTS, L.P., a limited partnership organized and existing under the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none laws of the Administrative AgentProvince of Quebec By:Xxxxxxxxxxxx Canada LLC, its general partner By:/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX CANADA HOLDINGS INC., a corporation organized and existing under the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those laws of the Borrower and its Affiliates, and none Province of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.Alberta By:/s/ Xxxxxxxx X. GraftonJennifer S. GraftonAssistant Secretary

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender shall have any fiduciary responsibilities to NSA REIT, the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank Agent or any Lender to any LenderXxxxxx, XXX REIT, the Borrower, any Subsidiary or any other Loan Party. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby hereby, NSA REIT, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between NSA REIT, the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, on the other hand; (b) neither the Administrative Agent nor any Xxxxxx has assumed or will assume any advisory, (B) agency or fiduciary responsibility in favor of NSA REIT, the Borrower has consulted its own legal, accounting, regulatory and tax advisors or any other Loan Party with respect to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions any of the transactions contemplated hereby and by or the other Loan Documents; process leading hereto (ii) (A) each irrespective of whether the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Lender or any of its Affiliatestheir respective Affiliates has advised or is currently advising NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates on other Person matters) and (B) none of neither the Administrative Agent, the Arrangers or Agent nor any Lender has any obligation to NSA REIT, the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the 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 NSA REIT, the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Arrangers and the Lenders Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or by virtue of any of its Affiliates. To the fullest extent permitted by lawadvisory, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyrelationship.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. 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, and acknowledges its Affiliates’ understandingunderstanding and agreement, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Co- Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders and the Lenders Issuing Banks are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders and the LendersIssuing Banks, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, each Lender and the Lenders each Issuing Bank 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 will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, any other Loan Party or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Arrangers or Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, any Lender nor any Issuing Bank has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Co-Syndication Agents, the Lenders Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders, the Issuing Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, or conflict with, those of the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Arrangers and Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders nor any Issuing Bank has any obligation to disclose any of such interests to the Borrower Borrower, any other Loan Party or any of their respective Affiliates. The Borrower agrees, and acknowledges its Affiliates’ understanding and agreement, that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, the Lenders and the Issuing Banks, on the one hand, and any Loan Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Co-Syndication Agents, the Documentation Agent, the Lead Arrangers, the Joint Bookrunners, any Lender and the Lenders any Issuing Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, Borrowers on the one hand, and the Lenders, the Issuing Banks hand and the Administrative Agent, Agent and Lenders on the other hand, hand shall be solely that of borrower and lender. None of the The Administrative Agent, any Issuing Bank or any Lender shall Agent and Lenders do not have any fiduciary responsibilities relationship with or duty to the Borrower and no provision any Credit Party arising out of or in connection with this Agreement or in any of the other Loan DocumentsFinancing Agreements, and no course of dealing the relationship between or among any of the parties heretoCredit Parties, shall be deemed to create any fiduciary duty owing by on the one hand, and the Administrative AgentAgent and Lenders, any Issuing Bank on the other hand, in connection herewith or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Partytherewith is solely that of debtor and creditor. None of the The Administrative Agent, any Issuing Bank or any Lender undertakes Agent does not undertake any responsibility to the Borrower any Credit Party to review or inform the Borrower any Credit Party of any matter in connection with any phase of the Borrowerany Credit Party’s business or operations. In connection with all aspects The Borrower Agent agrees, on behalf of itself and each transaction contemplated hereby other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (including whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Financing Agreements, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any other Loan Documentcompetent jurisdiction that such losses resulted from the gross negligence, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR - 106 - DM3\3743049.7 ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE), . Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding delivery of this Agreement provided and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent, the Arrangers Agent and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyLenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, Borrower acknowledges and the Lenders, the Issuing Banks and the agrees that: (a) Any inspections of any Property of Borrower made by or through Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank Agent or any Lender shall have is for purposes of administration of the Loan Documents only and Borrower are not entitled to rely upon the same; (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or any fiduciary responsibilities Lender pursuant to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among neither Administrative Agent nor any of the parties hereto, Lender shall be deemed to create have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or any Lender; (c) The relationship between Borrower and Administrative Agent or any Lender is, and shall at all times remain, solely that of a Borrower and Lender; neither Administrative Agent nor any Lender shall under any circumstance be construed to be partners or joint venturers of Borrower or Borrower’s Affiliates; neither Administrative Agent nor any Lender shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or Borrower’s Affiliates, or to owe any fiduciary duty owing by the to Borrower or Borrower’s Affiliates; neither Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes or assumes any responsibility or duty to the Borrower or Borrower’s Affiliates to review select, review, inspect, supervise, pass judgment upon or inform the Borrower or Borrower’s Affiliates of any matter in connection with any phase their Property or the operations of the Borrower or Borrower’s business Affiliates; Borrower and Borrower’s Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or operations. In connection with all aspects supply of each transaction contemplated hereby (including information undertaken or assumed by Administrative Agent or any Lender in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower such matters is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the protection of Administrative Agent or such Lender and neither Borrower or any of its Affiliates, or nor any other Person and is entitled to rely thereon; and (Bd) none No Indemnitee shall be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to Property or other loss, damage, liability or claim caused by the Administrative Agentactions, the Arrangers inaction or any Lender has any obligation to the negligence of Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives indemnifies and releases holds each Indemnitee harmless from any claims that it may have against the Administrative Agentsuch loss, the Arrangers and the Lenders with respect to damage, liability or claim. In no event shall any breach Indemnitee be responsible for any punitive, exemplary, consequential or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyspecial damages.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. 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, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Arranger and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers Arranger or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Arranger 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers Arranger and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, Borrower and the Lenders, the Issuing Banks Lenders and the Administrative Agent, on the other hand, Agent shall be solely that of borrower and lender. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender shall have any fiduciary responsibilities to the Parent or the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among 4889-7534-3155, v. 14 any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank Agent or any Lender to any Lender, the Parent, the Borrower, any Subsidiary of the Parent or the Borrower or any other Loan Party. None of Neither the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the Borrower or the Parent to review or inform the Borrower or the Parent of any matter in connection with any phase of the Borrower’s or Parent’s business or operations. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, on the other hand; (b) neither the Administrative Agent nor any Lender has assumed or will assume any advisory, (B) agency or fiduciary responsibility in favor of the Borrower has consulted its own legal, accounting, regulatory and tax advisors or any other Loan Party with respect to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions any of the transactions contemplated hereby and by or the other Loan Documents; process leading hereto (ii) (A) each irrespective of whether the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Lender or any of its Affiliatestheir respective Affiliates has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other Person matters) and (B) none of neither the Administrative Agent, the Arrangers or Agent nor any Lender has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the 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 Borrower Borrower, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Arrangers and the Lenders Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or by virtue of any of its Affiliates. To the fullest extent permitted by lawadvisory, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyrelationship.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Bank, the Sustainability Structuring Agent and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any the Sustainability Structuring Agent, the Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any the Sustainability Structuring Agent, the Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any the Sustainability Structuring Agent, the Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. 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, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sustainability Structuring Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sustainability Structuring Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. (a) The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Parent, the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Parent or the Borrower to review or inform the Parent or the Borrower of any matter in connection with any phase of the Borrower’s business or operations. operations of the Parent or the Borrower. (b) 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 the Loan Document)Documents, the Borrower acknowledges and agrees, the Parent acknowledge and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-each transaction contemplated hereby is an arm’s- length commercial transactions transaction between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby this Agreement and by the other Loan Documents; , (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative AgentLenders, the Arrangers Issuing Banks or the Administrative Agent has assumed or will assume an advisory, agency or fiduciary responsibility in the Borrower’s, the Parent’s or their respective Affiliates’ favor with respect to any Lender of the transaction contemplated by the Loan Documents and none of the Lenders, the Issuing Banks or the Administrative Agent has any obligation to the Borrower Borrower, the Parent or any of its their respective Affiliates with respect to the transactions transaction contemplated hereby by the Loan Documents except those obligations expressly set forth herein and in the other Loan Documents; and , (iii) the Administrative AgentLenders, the Arrangers and Issuing Banks, the Lenders Administrative Agent and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.transactions

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, among Borrowers on the one hand, hand and the Lenders, the Issuing Banks Administrative Agent and the Administrative Agent, Lenders on the other hand, hand shall be solely that of borrower borrowers and lender. None of the Neither Administrative Agent, any Issuing Bank or Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to the Borrower and no provision any Loan Party arising out of or in connection with this Agreement or in any of the other Loan Documents, and no course the relationship between the Loan Parties, on the one hand, and Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the debtor and creditors. Neither Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. In connection with all aspects Each Borrower agrees, on behalf of itself and each transaction contemplated hereby other Loan Party, that neither Administrative Agent nor any Lender shall have any liability to any Loan Party (including whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Loan Documents, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided Documents to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Loan Parties, Administrative Agent and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyLenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Sustainability Structuring Agent and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank the Sustainability Structuring Agent or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank the Sustainability Structuring Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank the Sustainability Structuring Agent or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. 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, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sustainability Structuring Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sustainability Structuring Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank Agent or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank Agent or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. 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, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. (a) The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Parent, the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Parent or the Borrower to review or inform the Parent or the Borrower of any matter in connection with any phase of the Borrower’s business or operations. operations of the Parent or the Borrower. (b) 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 the Loan Document)Documents, the Borrower acknowledges and agrees, the Parent acknowledge and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are each transaction contemplated hereby is an arm’s-length commercial transactions transaction between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby this Agreement and by the other Loan Documents; , (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative AgentLenders, the Arrangers Issuing Banks or the Administrative Agent has assumed or will assume an advisory, agency or fiduciary responsibility in the Borrower’s, the Parent’s or their respective Affiliates’ favor with respect to any Lender of the transaction contemplated by the Loan Documents and none of the Lenders, the Issuing Banks or the Administrative Agent has any obligation to the Borrower Borrower, the Parent or any of its their respective Affiliates with respect to the transactions transaction contemplated hereby by the Loan Documents except those obligations expressly set forth herein and in the other Loan Documents; and , (iii) the Administrative AgentLenders, the Arrangers and Issuing Banks, the Lenders Administrative Agent and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the Parent and its Affiliates, their respective Affiliates and none of the Administrative AgentLenders, the Arrangers and Issuing Banks or the Lenders has Administrative Agent shall have any obligation to disclose any of such interests to interests, and (iv) none of the Borrower or any of its Affiliates. To the fullest extent permitted by lawLenders, the Borrower hereby waives and releases any claims that it may have against Issuing Banks or the Administrative AgentAgent has provided any legal, the Arrangers and the Lenders accounting, regulatory or tax advice with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebythis Agreement and the other Loan Documents and the Borrower, the Parent and their respective Affiliates have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

Nonliability of Administrative Agent and Lenders. 121 - DM3\7000734.9 . The relationship between the Borrower, Borrowers on the one hand, and the Lenders, the Issuing Banks hand and the Administrative Agent, Agent and Lenders on the other hand, hand shall be solely that of borrower and lender. None of the The Administrative Agent, any Issuing Bank or any Lender shall Agent and Lenders do not have any fiduciary responsibilities relationship with or duty to the Borrower and no provision any Credit Party arising out of or in connection with this Agreement or in any of the other Loan DocumentsFinancing Agreements, and no course of dealing the relationship between or among any of the parties heretoCredit Parties, shall be deemed to create any fiduciary duty owing by on the one hand, and the Administrative AgentAgent and Lenders, any Issuing Bank on the other hand, in connection herewith or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Partytherewith is solely that of debtor and creditor. None of the The Administrative Agent, any Issuing Bank or any Lender undertakes Agent does not undertake any responsibility to the Borrower any Credit Party to review or inform the Borrower any Credit Party of any matter in connection with any phase of the Borrowerany Credit Party’s business or operations. In connection with all aspects The Borrower Agent agrees, on behalf of itself and each transaction contemplated hereby other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (including whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with with, arising out of, or in any amendmentway related to the transactions contemplated and the relationship established by the Financing Agreements, waiver or other modification hereof any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of any other Loan Documentcompetent jurisdiction that such losses resulted from the gross negligence, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE), . Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding delivery of this Agreement provided and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the 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 understands and accepts, the terms, risks and conditions Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent, the Arrangers Agent and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyLenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. 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, and acknowledges its Affiliates’ understandingunderstanding and agreement, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Syndication Agents, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Syndication Agents, the Lead Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Syndication Agents, the Lead Arrangers and the Lenders each 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 will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, any other Loan Party or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Syndication Agents, the Lead Arrangers or nor any Lender has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Syndication Agents, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, or conflict with, those of the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and none of neither the Administrative Agent, the Syndication Agents, the Lead Arrangers and nor the Lenders has any obligation to disclose any of such interests to the Borrower Borrower, any other Loan Party or any of their respective Affiliates. The Borrower agrees, and acknowledges its Affiliates’ understanding and agreement, that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Syndication Agents, the Lead Arrangers and the Lenders, on the one hand, and any Loan Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Syndication Agents, the Lead Arrangers and the Lenders any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.