Common use of Acknowledgments Clause in Contracts

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

Acknowledgments. The Borrower hereby acknowledges that: (a) it The Employee acknowledges that the Company and its Affiliates have expended and will continue to expend substantial amounts of time, money and effort to develop business strategies, employee and customer relationships and goodwill to build an effective organization. The Employee acknowledges that the Company has been advised a legitimate business interest in and right to protect its Confidential Information, goodwill and employee and customer relationships, and that the Company would be seriously damaged by counsel in the negotiation, execution and delivery disclosure of this Agreement Confidential Information and the other Loan Documents;loss or deterioration of its customer and employee relationships. The Employee further acknowledges that the Company and its Affiliates are entitled to protect and preserve the going concern value of the Company to the extent permitted by law. (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes In light of this paragraphthe foregoing acknowledgments, the “Lenders”), may have economic interests Employee agrees that conflict with those the covenants contained in this Agreement are reasonable and properly required for the adequate protection of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in businesses and goodwill of the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Company and such Loan Party, its stockholders or its affiliates, on the otherAffiliates. The Loan Parties acknowledge Employee further acknowledges that, although the Employee’s compliance with the covenants contained in this Agreement may temporarily impact the Employee from earning a livelihood in a business similar to the business of the Company, the Employee’s experience and agree capabilities are such that (i) the transactions contemplated by Employee has other opportunities to earn a livelihood and adequate means of support for the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, Employee and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; andEmployee’s dependents. (c) no joint venture is created hereby or Prior to execution of this Agreement, the Employee was advised by the other Loan Documents or otherwise exists by virtue Company of the transactions contemplated hereby among Employee’s right to seek independent advice from an attorney of the Lenders Employee’s own selection regarding this Agreement. The Employee acknowledges that the Employee has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. The Employee further represents that, in entering into this Agreement, the Employee is not relying on any statements or among representations made by any of the Borrower Company’s directors, officers, employees or agents that are not expressly set forth herein, and that the LendersEmployee is relying only upon the Employee’s own judgment and any advice provided by the Employee’s attorney. (d) In light of the acknowledgements contained in this Section 9, the Employee agrees not to challenge or contest the reasonableness, validity or enforceability of any limitations and obligations contained in this Agreement.

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.” (e) each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower Each Obligor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Obligor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersObligors, on the one hand, and the Loan PartiesAdministrative Agent and Guaranteed Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Guaranteed Creditors or among the Borrower Obligors and the LendersGuaranteed Creditors. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.” (e) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Each Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Administrative Agent, Issuers or Lenders is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Administrative Agent, Issuers or Lenders have advised or are advising the Loan Parties on other matters, and the relationship between the Administrative Agent, Issuers and Lenders, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Administrative Agent, Issuers and Lenders, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Administrative Agent, Issuers and Lenders, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Administrative Agent, Issuers and Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Administrative Agent, Issuers and Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each Administrative Agent, each Issuer and Lender has been, is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Affiliates or any other Person, (g) none of the Administrative Agent, Issuers or Lenders has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Administrative Agent, Issuer or Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Administrative Agent, Issuers or Lenders or among the Borrower Loan Parties and the Administrative Agent, Issuers or Lenders.

Acknowledgments. The Borrower Each Loan Party hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Loan Parties on other matters, and the relationship between the Credit Parties, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each AgentCredit Party has been, each Lender is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its their affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Documents Parties or any such affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Credit Parties or among the Borrower Loan Parties and the LendersCredit Parties.

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the LendersSecured Parties. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiationEach Agent, execution and delivery each Letter of this Agreement and the other Loan Documents; (b) each AgentCredit Issuer, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 13.14, the “Lenders”), ) may have economic interests that conflict with those of the Loan PartiesParent Guarantors, the Borrower and their Subsidiaries, their respective stockholders and/or their affiliatesrespective affiliates (collectively, solely for purposes of this Section 13.14, the “Credit Parties”). Each Loan Credit Party hereby acknowledges and agrees that that: (a) nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Credit Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that ; (b) (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Credit Party, its management, stockholders, creditors or any other Person; and (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Parent Guarantors, the Borrower and the Lenders. Each Loan Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Credit Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the LendersSecured Parties. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents to which it is a party and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents to which it is a party; that it has in fact read this Agreement and the other Loan Documents to which it is a party and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement and the other Loan Documents to which it is a party; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents to which it is party; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents to which it is a party; and that it recognizes that certain of the terms of this Agreement and other Loan Documents to which it is a party result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each Grantor agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement or the other Loan Documents to which it is a party on the basis that such Grantor had no notice or knowledge of such provision or that the provision is not “conspicuous”. (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against any other Grantor, the Administrative Agent, the other Secured Parties or any other Person or against any Collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower hereby acknowledges that: + I (awe) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those acknowledge receipt of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in final Prospectus of the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, fund and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties further acknowledge and agree that that: (i) the transactions contemplated by Prospectus is printed in English and that I (we) have read and understand the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and Prospectus; (ii) I am (we are) entering into an investment in connection therewith the fund relying solely on the terms and with conditions of the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly offering as set forth in the Loan Documents Prospectus and in this Subscription Agreement; and (yiii) each Lender I (we) agree to abide by the terms and conditions of the Prospectus, as may be amended from time to time. + I (we) acknowledge the following: the fund is acting solely an illiquid investment and is suitable only for investors who can bear the risks associated with the limited liquidity of the fund and should be viewed as principal a long-term investment; the fund will ordinarily declare and pay dividends from its net investment income. However, the amount of distributions that the fund may pay, if any, is uncertain. + I (we) or an adviser or consultant I (we) relied upon in reaching a decision to subscribe have such knowledge and experience in financial, tax and business matters as to enable me (us) or such adviser or consultant to evaluate the merits and risks of an investment in the fund and to make an informed investment decision with respect thereto. (I am (we are) not as relying upon the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible fund’s investment advisers for making its own independent judgment guidance with respect to such transactions tax or other legal considerations.) + I am (we are) permitted by applicable law and regulation to make an investment in the process leading theretofund, and I (we) have satisfied any special suitability or other applicable requirements of my (our) state or country of residence and/or the state or country of residence in which the subscription occurs. Each Loan Party agrees + I (we) acknowledge that it will not claim neither the fund nor its advisers have solicited my (our) investment in the fund. + I (we) understand and acknowledge that any Lender has rendered advisory services an investment in the fund may subject me (us) to US taxation (the amount of any nature tax liability will depend on a number of factors), and I (we) should obtain my (our) own advice as to whether I (we) will be liable for any US tax as a result of an investment in the fund. + I (we) acknowledge that the fund reserves the right, in its absolute discretion, to reject this and any other subscription, in whole or respectin part. + If signing on behalf of a legal entity, I (we) certify: I am an (we are) authorized representative(s) of the entity, and I (we) understand that DST Systems, Inc. will use this document for the purpose of verifying the identity of the beneficial owners and control person as required by federal law. I (we) hereby certify, to the best of my (our) knowledge, that the information provided in the table in Section 3E is complete and correct. + I (we) certify under penalties of perjury that: 1. The number shown on this application is my (our) correct Taxpayer Identification Number, and 2. I am (we are) not subject to backup withholding because: (a) I am (we are) exempt from backup withholding, or owes (b) I (we) have not been notified by the Internal Revenue Service (IRS) that I am (we are) subject to backup withholding as a fiduciary result of a failure to report all interest or similar duty to such Loan Partydividends, in connection with such transaction or the process leading thereto; and (c) the IRS has notified me that I am (we are) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.longer subject to backup withholding, and

Acknowledgments. (a) The Borrower hereby acknowledges terms and conditions agreed between the Employee and the Employer herein relate only to the Employee’s Salary Packaging Agreements. (b) It is acknowledged and accepted by the Employee that the Employer is not liable for taxation or any other liabilities, judgments, penalties or outcomes suffered or incurred by the Employee as a result of entering into this agreement and the Salary Packaging Agreements. (c) The Employee indemnifies the Employer in respect of any taxation or any other liabilities, judgments, penalties or outcomes that the Employer may suffer or incur as a result of entering into this agreement and the Salary Packaging Agreements. (d) It is acknowledged and accepted by the Employee that the Supplier is not liable for taxation or any other liabilities, judgments, penalties or outcomes suffered or incurred by the Employee as a result of entering into this agreement and the Salary Packaging Agreements. The acknowledgment and acceptance in this clause does not include taxation or any other liabilities, judgments, penalties or outcomes suffered or incurred by the Employee in connection with any act or omission of the Supplier other than in the course of performing its obligations as Supplier under the Standing Offer Arrangement, or in connection with any negligent or wilful act or omission of the Supplier. (e) It is acknowledged and accepted by the Employee that all claims, damages, costs and expenses which may be paid, suffered or incurred by the Employer in respect of Employee’s Salary Packaging Agreements, including FBT liabilities, and Administration Fees will be made good at the Employee’s expense and may be deducted from any salary payable by the Employer to the Employee or other monies due or becoming due to the Employee. (f) It is acknowledged and accepted by the Employee that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by Employer and the Loan Documents (including the exercise Supplier do not assume any liability as a result of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handfacilitating a payment to a third party, and are not acting as agents of the Loan Parties, on Employee or trustees for the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoEmployee; and (cii) no joint venture it is created hereby not the Employer’s responsibility to inform the Employee regarding the FBT impact of any fringe benefit provided, nor to predict and/or advise Employees of any emerging issues which may give rise to the existence of, or by changes in the other Loan Documents value of, fringe benefits that may or otherwise exists by virtue of may not affect the transactions contemplated hereby among the Lenders or among the Borrower and the LendersEmployee’s Salary Packaging Agreements.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (aa)(i) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Agents and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Arrangers are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAgents and the Arrangers, on the otherother hand, (ii) each of the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of 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; (b)(i) each of the Agents and the Arrangers are and have 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 (ii) in connection therewith and with none of the process leading thereto, (x) no Lender Agents nor the Arrangers has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (c) the Agents and the Arrangers 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 Agents nor the Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates; and (yd) each Lender of the Agents and the Arrangers (i) is acting solely a full service securities or banking firm engaged in securities trading and brokerage activities as principal well as providing investment banking and not as other financial services, (ii) in the agent ordinary course of business, may provide investment banking and other financial services to, and/or acquire, hold or fiduciary of any Loan Partysell, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted for its own legal accounts and the accounts of customers, equity, debt and other securities and financial advisors to instruments (including bank loans and other obligations) of, the extent it deemed appropriate Borrower and that it is responsible for making its own independent judgment other companies with which the Borrower may have commercial or other relationships and (iii) with respect to any securities and/or financial instruments so held by the Agents or the Arrangers or any of their respective customers, all rights in respect of such transactions securities and financial instruments, including any voting rights, will be exercised by the process leading theretoholder of the rights, in its sole discretion. Each To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby agrees that it will not to assert any claim that any Lender has rendered advisory services of Agent or either Arranger owes it any nature or respectagency, or owes a fiduciary or similar duty to and agrees no such Loan Party, duty is owed in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents to which it is a party and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents to which it is a party; that it has in fact read this Agreement and the other Loan Documents to which it is a party and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement and the other Loan Documents to which it is a party; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents to which it is party; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents to which it is a party; and that it recognizes that certain of the terms of this Agreement and other Loan Documents to which it is a party result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each Grantor agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement or the other Loan Documents to which it is a party on the basis that such Grantor had no notice or knowledge of such provision or that the provision is not “conspicuous”. (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against any other Grantor, the Administrative Agent, the other Secured Parties or any other Person or against any Collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower Each Guarantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGuarantors, on the one hand, and the Loan PartiesAdministrative Agent and Guaranteed Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Guaranteed Creditors or among the Borrower Guarantors and the LendersGuaranteed Creditors. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Each of US Holdings and the Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are an arm’s-length commercial transactions transaction between US Holdings and the LendersBorrower, on the one hand, and the Loan PartiesAdministrative Agent, the Posting Agent, the Letter of Credit Issuer, the Lenders and the other Agents on the otherother hand, and US Holdings, the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent, the Posting Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any of US Holdings, the Borrower, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (xiii) no Lender neither the Administrative Agent, the Posting Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of US Holdings, the Borrower or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent, the Posting Agent or any other Agent has advised or is currently advising US Holdings, the Borrower, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent, the Posting Agent or other Agent has any obligation to US Holdings, the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; (iv) the Administrative Agent, the Posting Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of US Holdings, the Borrower and their respective Affiliates, and neither the Administrative Agent, the Posting Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principal neither the Administrative Agent, the Posting Agent nor any other Agent has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Credit Document) and agrees that it US Holdings and the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions appropriate. US Holdings and the process leading thereto. Each Loan Party agrees that it will Borrower agree not to claim that the Administrative Agent, the Posting Agent or any Lender other Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyUS Holdings, the Borrower or any other Affiliates, in connection with such transaction the transactions contemplated hereby or the process leading thereto; andhereto. (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower US Holdings and the LendersBorrower, on the one hand, and any Lender, on the other hand.

Acknowledgments. The Borrower Each of Holdings, Intermediate Holdings and the Borrowers hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Lenders is intended to be or has been advised created in respect of any of the transactions contemplated by counsel in the negotiation, execution and delivery of this Agreement and or the other Loan Documents; (b) each Agent, each irrespective of whether any Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each has advised or is advising any Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or on other implied duty between any Lender, on the one handmatters, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lenders, on the one hand, and (ii) in connection therewith and with the process leading theretoLoan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Lenders, (xc) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their Affiliates or any other person, (g) no Lender has assumed an advisory any obligation to the Loan Parties or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Loan Parties and the Lenders.

Acknowledgments. The Borrower Company hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Administrative Agent, Collateral Agent or Lenders is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Administrative Agent, Collateral Agent or Lenders have advised or are advising the Loan Parties on other matters, and the relationship between the Administrative Agent, Collateral Agent and Lenders, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Administrative Agent, Collateral Agent and Lenders, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Administrative Agent, Collateral Agent and Lenders, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Administrative Agent, Collateral Agent and Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Administrative Agent, Collateral Agent and Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each Administrative Agent, each Collateral Agent and Lender has been, is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Affiliates or any other Person, (g) none of the Administrative Agent or Lenders has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Administrative Agent or Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Administrative Agent, Collateral Agent or Lenders or among the Borrower Loan Parties and the Administrative Agent, Collateral Agent or Lenders.

Acknowledgments. The Borrower Guarantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to the Guarantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGuarantor, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Guarantor and the Lenders. (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.” (e) the Guarantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which the Guarantor otherwise may have against the Borrower, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not "conspicuous." (e) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower (a) Each Grantor hereby agrees and acknowledges that: (ai) each Lender and its respective Affiliates (collectively, solely for purposes of this Section 10.13, the “Lenders”) may have economic interests that conflict with those of the Grantor; (ii) the transactions with the Lenders contemplated by the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and the applicable Grantors, on the other; (iii) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (biv) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the any Loan Documents Document, any Secured Hedge Agreement or otherwise any Secured Cash Management Agreement will be deemed to create an advisory, fiduciary or agency relationship advisory or fiduciary relationship between the Lenders and the Grantors, their partners or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that their Affiliates; (iv) in connection with the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the fiduciary of any Borrower Party, or of any Borrower Party’s management, partners, creditors or other Affiliates; (xvi) no Lender has assumed an advisory or a fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates Grantor with respect to the transactions with Lenders contemplated hereby (by the Loan Documents, any Secured Hedge Agreement or the exercise of rights or remedies with respect thereto) any Secured Cash Management Agreement or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise any Loan Party, its stockholders or its Affiliates Borrower Party on other matters); (vii) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it such Person has consulted its own legal and financial advisors to the extent it deemed appropriate and that appropriate; (viii) it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that ; and (ix) it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, Person in connection with such transaction the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or the process leading thereto. (b) EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; andTHAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” (c) no joint venture is created hereby Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or by the other Loan Documents right waived may diminish, destroy or otherwise exists by virtue adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the transactions contemplated hereby among parties that the Lenders terms of this Agreement shall control in any and all circumstances, any such waivers or among consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the Borrower and the Lendersmaximum extent permitted by law.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree party hereby acknowledges that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and no party has any fiduciary relationship with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect duty to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent party arising out of or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretothis Agreement; and (cii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders parties hereto; (iii) no other party is acting as a fiduciary or among financial or investment advisor for it; (iv) it is not relying upon any representations (whether written or oral) of any other party; (v) no other party has given to it (directly or indirectly through any other Person) any advice, counsel, assurance, guarantee, or representation whatsoever as to the Borrower expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement; (vi) it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary, and not upon any view expressed by the other party; (vii) all trading decisions have been the result of arm’s length negotiations between the parties; (viii) it has a duty to read the Trade Documents and agrees that it is charged with notice and knowledge of the terms of the Trade Documents; that it has in fact read the Trade Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof and (ix) it is entering into this Agreement with a full understanding of all of the risks hereof (economic and otherwise) and it is capable of assuming and willing to assume (financially and otherwise) those risks. (b) Without limiting the applicability of any other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy Code”) (including Sections 362, 546, 556, and 560 thereof and the Lendersapplicable definitions in Section 101 thereof), the parties intend that the transactions contemplated by this Agreement will constitute “forward contracts” or “swap agreements” as defined in Section 101 of the Bankruptcy Code, and that the parties are entitled to the rights under, and protections afforded by, Sections 362, 546, 556, and 560 of the Bankruptcy Code. (c) Each party represents to the other party that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act, Section 1a(12).

Acknowledgments. The Borrower Each Obligor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsTransaction Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Subordinated Noteholder Representative nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Obligor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handTransaction Documents, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersObligors, on the one hand, and the Loan PartiesSubordinated Noteholder Representative and Guaranteed Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Transaction Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Guaranteed Creditors or among the Borrower Obligors and the LendersGuaranteed Creditors. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Documents and the other Transaction Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Documents and the other Transaction Documents; that it has in fact read this Agreement, the Security Documents and the other Transaction Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Documents; and has received the advice of its attorney in entering into this Agreement and the Security Documents; and that it recognizes that certain of the terms of this Agreement and the Security Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Loan Parties on other matters, and the relationship between the Credit Parties, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each AgentCredit Party has been, each Lender is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its their affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Documents Parties or any such affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Credit Parties or among the Borrower Loan Parties and the LendersCredit Parties.

Acknowledgments. The Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Borrower and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Borrower on other matters, and the relationship between the Credit Parties, on the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty to the Borrower or its affiliates on the part of the Credit Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Borrower has been advised by counsel that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each AgentCredit Party has been, each Lender is, and their Affiliates will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its affiliates or any other Person, (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those g) none of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Credit Parties has any obligation to the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders Borrower or its affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Documents Borrower or any such affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Credit Parties or among the Borrower and the LendersCredit Parties.

Acknowledgments. The Borrower hereby Purchaser understands, agrees and acknowledges thatthe following: (a) It has sufficient knowledge, skill, experience and professional advice to make its own evaluation of the merits and risks of investment in the Preferred Shares and is not relying on the views, advice or recommendations of the Company or any of its Affiliates in that regard and has been given the opportunity to conduct its own investigation regarding the Company and to ask such questions and receive such information concerning the Company as it has been advised by counsel deemed necessary or advisable to make its investment decision. The Purchaser confirms that neither the Company nor its Affiliates has (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the negotiationPreferred Shares or (ii) made any representation to the Purchaser regarding the legality of an investment in the Preferred Shares under applicable legal investment or similar laws or regulations, execution and delivery of this Agreement and the other Loan Documents;Purchaser, together with its professional advisers, has considered the suitability of the Preferred Shares as an investment in light of its own circumstances and financial condition and the Purchaser is able to bear the risks associated with an investment in the Preferred Shares. THE PURCHASE OF THE PREFERRED SHARES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT. (b) each AgentThe subscription of the Preferred Shares by the Purchaser will be for its own account. (c) It is not acquiring the Preferred Shares with a view to distribution thereof or with any present intention of offering or selling the Preferred Shares or any interest therein except as otherwise provided or permitted by this Agreement. (d) The Preferred Shares have not been and will not be registered under the Securities Act, each Lender and, the Preferred Shares may not be offered, reoffered, sold, assigned, transferred, pledged, encumbered, hypothecated, granted or otherwise disposed of. The Preferred Shares are non-transferrable, except as expressly permitted pursuant to the redemption provisions of Section 6 of the Certificate of Designation, as the same may be amended from time to time. The Purchaser may not offer, reoffer, sell, assign, transfer, pledge, encumber, hypothecate, grant or otherwise dispose of any of the Preferred Shares, and their Affiliates (collectively, solely for purposes the Purchaser shall not enter into any agreement to do any of the foregoing. Any transfer or purported transfer of Preferred Shares in violation of this paragraphSection 4.1(d) shall be null, void and of no effect. (e) It has received, reviewed and had the opportunity to comment on the certificate of designation for the Preferred Shares (in the form attached hereto, the “LendersCertificate of Designation”), may have economic interests that conflict with those and is aware of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by limited nature of the Loan Documents Preferred Share privileges and rights (including that holders of Preferred Shares may not vote, that the exercise preferred shares are not transferrable, that the Preferred Shares may only be redeemed as set forth in the Certificate of rights Designation and remedies hereunder and thereunderthat the Preferred Shares will be redeemed for $0.01 per Preferred Share in the event of a Regulatory Failure Merger Agreement Termination Event (as such term is defined in the Certificate of Designation) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, set forth therein and (ii) in connection therewith the qualifications, limitations or restrictions on the Preferred Shares set forth therein; (f) each of the share certificates representing the Preferred Shares shall bear, and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect shall be subject to the transactions contemplated hereby restrictions indicated in, the following legend: “THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advisedTOGETHER WITH THE RULES AND REGULATIONS PROMULGATED THEREUNDER, is currently advising or will advise any Loan PartyTHE “SECURITIES ACT”), its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan PartyOR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE SERIES A PREFERRED STOCK IS NON-TRANSFERRABLE, its managementEXCEPT AS EXPRESSLY PERMITTED PURSUANT TO THE REDEMPTION PROVISIONS OF SECTION 6 OF THE CERTIFICATE OF DESIGNATION, stockholdersAS THE SAME MAY BE AMENDED FROM TIME TO TIME. NO HOLDER MAY OFFER, creditors or any other PersonREOFFER, SELL, ASSIGN TRANSFER, PLEDGE, ENCUMBER, HYPOTHECATE, GRANT OR OTHERWISE DISPOSE OF ANY OF THE SHARES OF SERIES A PREFERRED STOCK, AND NO HOLDER SHALL ENTER INTO ANY AGREEMENT TO DO ANY OF THE FOREGOING. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respectANY TRANSFER OR PURPORTED TRANSFER OF SERIES A PREFERRED STOCK IN VIOLATION OF THE FOREGOING RESTRICTIONS SHALL BE NULL, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the LendersVOID AND OF NO EFFECT.”

Acknowledgments. The Borrower Each Obligor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Obligor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersObligors, on the one hand, and the Loan PartiesAdministrative Agent and Guaranteed Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Guaranteed Creditors or among the Borrower Obligors and the LendersGuaranteed Creditors; and (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower In connection with all aspects of each transaction contemplated hereby acknowledges that: (a) it has been advised by counsel including in the negotiationconnection with any amendment, execution and delivery waiver or other modification hereof or of this Agreement any other Loan Document), each of Holdings, and the other Loan Documents; (b) each Agent, each Lender Borrower acknowledges and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handagrees, and such Loan Partyacknowledges its Affiliates’ understanding, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that that: (i) (A) the transactions contemplated arranging and other services regarding this Agreement provided by the Loan Documents (including Administrative Agent and the exercise of rights and remedies hereunder and thereunder) Arranger are arm’s-length commercial transactions between Holdings, the LendersBorrower and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent and the Arranger, on the otherother hand, (B) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Holdings, and 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) the Administrative Agent and the Arranger are and have been acting solely as a principal and, except as expressly agreed in connection therewith writing by the relevant parties, has not been, is not, and with the process leading theretowill not be acting as an advisor, (x) no Lender has assumed an advisory agent or fiduciary responsibility in favor for Holdings, the Borrower or any of their respective Affiliates, or any Loan Partyother Person and (B) neither the Administrative Agent nor the Arranger has any obligation to Holdings, its stockholders the Borrower or its affiliates any of their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal the Administrative Agent and not as the agent or fiduciary Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and their respective Affiliates, and neither the Administrative Agent nor the Arranger has any Loan Partyobligation to disclose any of such interests to Holdings, its management, stockholders, creditors the Borrower or any other Personof their respective Affiliates. Each Loan Party acknowledges To the fullest extent permitted by law, each of Holdings, and agrees the Borrower hereby waives and releases any claims that it has consulted its own legal may have against the Administrative Agent and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Arranger with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel The Credit Parties acknowledge and agree, and acknowledge their Subsidiaries’ understanding, that no Lender Party will have any obligations except those obligations expressly set forth herein and in the negotiationother Credit Documents and each Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Credit Parties with respect to the Credit Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, execution and delivery or an agent of, the Credit Parties or any other person. The Credit Parties agree that they will not assert any claim against any Lender Party based on an alleged breach of fiduciary duty by such Lender Party in connection with this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphtransactions contemplated hereby. Additionally, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Credit Parties acknowledge and agree that (i) no Lender Party is advising the Credit Parties as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Credit Parties shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated by herein or in the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handother Credit Documents, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) Lender Parties shall have no Lender has assumed an advisory responsibility or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect liability to the transactions contemplated hereby (or the exercise of rights or remedies Credit Parties with respect thereto. (b) The Credit Parties further acknowledge and agree, and acknowledge their Subsidiaries’ understanding, that each Lender Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the process leading thereto (irrespective ordinary course of whether business, any Lender has advisedParty may provide investment banking and other financial services to, is currently advising and/or acquire, hold or will advise sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Credit Parties and other companies with which the Credit Parties may have commercial or other relationships. With respect to any Loan Party, its stockholders or its Affiliates on other matters) securities and/or financial instruments so held by any Lender Party or any other obligation to any Loan Party except the obligations expressly set forth of its customers, all rights in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary respect of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal such securities and financial advisors to instruments, including any voting rights, will be exercised by the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and holder of the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyrights, in connection with such transaction or the process leading thereto; andits sole discretion. (c) no joint venture is created hereby In addition, the Credit Parties acknowledge and agree, and acknowledge their Subsidiaries’ understanding, that each Lender Party and its affiliates may be providing debt financing, equity capital or by other services (including financial advisory services) to other companies in respect of which the other Loan Documents or otherwise exists Credit Parties may have conflicting interests regarding the transactions described herein and otherwise. No Lender Party will use confidential information obtained from the Credit Parties by virtue of the transactions contemplated hereby among by the Lenders Credit Documents or among its other relationships with the Borrower Credit Parties in connection with the performance by such Lender Party of services for other companies, and no Lender Party will furnish any such information to other companies. The Credit Parties also acknowledge that no Lender Party has any obligation to use in connection with the Lenderstransactions contemplated by the Credit Documents, or to furnish to the Credit Parties, confidential information obtained from other companies.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree party hereby acknowledges that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and no party has any fiduciary relationship with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect duty to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent party arising out of or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretothis Agreement; and (cii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders parties hereto; (iii) no other party is acting as a fiduciary or among financial or investment advisor for it; (iv) it is not relying upon any representations (whether written or oral) of any other party; (v) no other party has given to it (directly or indirectly through any other Person) any advice, counsel, assurance, guarantee, or representation whatsoever as to the Borrower expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement; (vi) it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary, and not upon any view expressed by the other party; (vii) all trading decisions have been the result of arm’s length negotiations between the parties; (viii) it has a duty to read the Trade Documents and agrees that it is charged with notice and knowledge of the terms of the Trade Documents; that it has in fact read the Trade Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof and (ix) it is entering into this Agreement with a full understanding of all of the risks hereof (economic and otherwise) and it is capable of assuming and willing to assume (financially and otherwise) those risks. (b) Without limiting the applicability of any other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy Code”) (including, without limitation, Sections 362, 546, 556, and 560 thereof and the Lendersapplicable definitions in Section 101 thereof), the parties intend that the transactions contemplated by this Agreement will constitute “forward contracts” or “swap agreements” as defined in Section 101 of the Bankruptcy Code, and that the parties are entitled to the rights under, and protections afforded by, Sections 362, 546, 556, and 560 of the Bankruptcy Code. (c) Each party represents to the other party that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act, Section 1a(12).

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsNote Documents to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handNote Documents, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Collateral Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Note Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the LendersPurchasers. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Note Documents to which it is a party and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Note Documents to which it is a party; that it has in fact read this Agreement and the other Note Documents to which it is a party and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement and the other Note Documents to which it is a party; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Note Documents to which it is party; and has received the advice of its attorney in entering into this Agreement and the other Note Documents to which it is a party; and that it recognizes that certain of the terms of this Agreement and other Note Documents to which it is a party result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each Grantor agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement or the other Note Documents to which it is a party on the basis that such Grantor had no notice or knowledge of such provision or that the provision is not “conspicuous”. (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against any other Grantor, the Collateral Agent, the other Secured Parties or any other Person or against any Collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower 1.01 Each of the Loan Parties hereby acknowledges and agrees, upon execution and delivery of this Agreement, but subject to the terms of this Agreement, that: (a) it has been advised The recital of facts set forth in this Agreement is true and correct in all material respects; (b) An interest payment under the Credit Agreement of $22,235,623.80 was due and validly owing on the Interest Payment Date by counsel the Borrower. Such interest payment is not subject to any right of offset, deduction, claim, or counterclaim in favor of any Loan Party; (c) The Specified Default (i) will constitute a Default or an Event of Default under the Credit Agreement without the need for any notice to the Loan Parties, and (ii) unless timely cured by the Borrower (to the extent possible), and as a consequence thereof, and subject to and but for the terms of this Agreement, the Agent, at the request of the Required Lenders will be free to exercise the Rights and Remedies without the need for any notice to the Loan Parties; (d) The Loan Parties hereby ratify and affirm the Loan Documents and acknowledge that the Loan Documents are and shall remain unchanged and in full force and effect. Loan Parties agree that the Loan Documents constitute valid and binding obligations and agreements of Loan Parties enforceable by the Lenders and the Agent against the Loan Parties in accordance with their respective terms; (e) The Obligations under the Loan Documents are secured by valid, binding, continuing, enforceable, non-avoidable, perfected first priority Liens on all of the property (whether tangible, intangible, real, personal or mixed) of the Loan Parties subject to the Security Documents, whether now existing or hereafter acquired, in each case, in favor of the Agent for the benefit of the Supporting Lenders; (f) Subject to the terms of this Agreement, the Supporting Lenders have not waived, released or compromised, do not hereby waive, release or compromise, and may possibly never waive, release or compromise any events, occurrences, acts, or omissions that may constitute or give rise to any Defaults or Events of Default, including without limitation the Specified Default, that existed or may have existed, exist or may presently exist, or may arise in the negotiationfuture, nor does any Supporting Lender waive any Rights and Remedies, including without limitation, the right to direct the Agent to commence to exercise the remedy of foreclosure as to any property pledged as collateral in connection with the Loan Documents; (g) The execution and delivery of this Agreement shall not: (i) constitute an extension, modification, or waiver of any aspect of the Loan Documents; (ii) extend the terms of the Loans or the maturity date of any of the Loans; (iii) give rise to any obligation on the part of the Supporting Lenders to extend, modify or waive any term or condition of the Loan Documents; (iv) establish any course of dealing with respect to the Loan Documents; or (v) give rise to any defenses or counterclaims to the right of the Supporting Lenders to compel payment of the Loans or otherwise enforce their rights and remedies set forth in the other Loan Documents; (bh) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphExcept as expressly provided herein, the “Supporting Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing ’ agreement to forbear in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights their Rights and remedies hereunder Remedies and thereunder) are arm’s-length commercial transactions between to perform as provided herein shall not invalidate, impair, negate or otherwise affect the Agent’s or Supporting Lenders, on ’ ability to exercise their Rights and Remedies under the one handLoan Documents, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersotherwise.

Acknowledgments. The Each of Holdings and the Borrower hereby acknowledges that: : (aA) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Agents, the Joint Lead Arrangers and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Lenders are arm’s-length commercial transactions between the LendersBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Loan PartiesAgents, the Joint Lead Arrangers and the Lenders, on the otherother hand, (B) each of the Borrower and each other Loan Party 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) the Agents, the Joint Lead Arrangers and the Lenders are and have been acting solely as a principal and, except as expressly agreed in connection therewith writing by the relevant parties, has not been, is not, and with will not be acting as an advisor, agent or fiduciary for the process leading theretoBorrower, any other Loan Party or any of their respective Affiliates, or any other Person and (xB) no neither any Agent, any Joint Lead Arranger nor any Lender has assumed an advisory any obligation to the Borrower, any other Loan Party or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan PartyAgents, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions Joint Lead Arrangers and the process leading thereto. Each Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Party agrees that it will not claim that Parties and their respective Affiliates, and neither any Agent, any Joint Lead Arranger nor any Lender has rendered advisory services any obligation to disclose any of such interests to the Borrower, any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents Party or otherwise exists any of their respective Affiliates. To the fullest extent permitted by virtue law, each of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersother Loan Parties hereby waives and releases any claims that it may have against the Agents, the Joint Lead Arrangers and the Lenders with respect to any breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Acknowledgments. The Borrower Each Guarantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement Agreement, including the Loan Guarantee and the other Loan DocumentsDocuments to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Agent nor any Secured Party has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGuarantors, on the one hand, and the Loan Agent and Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Guarantors and the LendersSecured Parties. (iv) each Guarantor specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its entry of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer LEGACY RESERVES OPERATING GP LLC, as a debtor and debtor-in-possession By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: [Name] [Title] LEGACY RESERVES INC., et al.,1 § Case No. 19-_____ (__)

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent(i) no fiduciary, each advisory or agency relationship between it and any Arranger, Agent or Lender and their Affiliates (collectively, solely for purposes is intended to be or has been created in respect of this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the other Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by hereby or thereby, irrespective of whether such Arranger, Agent or Lender is advising the Loan Documents Borrower on other matters, (including the exercise of rights and remedies hereunder and thereunderii) are arm’s-length commercial transactions between the Lenderssuch parties, on the one hand, and the Loan PartiesBorrower, on the otherother hand, have an arms’ length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty on the part of such parties, (iii) the Borrower is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (iv) the Borrower has been advised that such parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that such parties have no obligation to disclose such interests and transactions to the Borrower by virtue of any fiduciary, advisory or agency relationship, and (iiv) in connection therewith and with the process leading theretoBorrower waives, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (fullest extent permitted by law, any claims it may have against such parties for breach of fiduciary duty or the exercise alleged breach of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges duty and agrees that it such parties shall have no liability (whether direct or indirect) to the Borrower in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Borrower, including the Borrower’s stockholders, employees or creditors; (c) None of the Arranger, Agent or Lenders is advising the Borrower as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Borrower has consulted with its own legal advisors concerning such matters and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment investigation and appraisal of the transactions contemplated by this Agreement, and such parties shall have no responsibility or liability to the Borrower with respect thereto. Any review by such parties of the transactions contemplated by this Agreement or other matters relating to such transactions will be performed solely for the benefit of such parties and shall not be on behalf of the process leading thereto. Each Loan Party agrees that it will not claim that Borrower or any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoits Affiliates; and (cd) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arranger, the Agents and the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree party hereby acknowledges that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and no party has any fiduciary relationship with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect duty to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent party arising out of or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretothis Agreement; and (cii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders parties hereto; (iii) no other party is acting as a fiduciary or among financial or investment advisor for it; (iv) it is not relying upon any representations (whether written or oral) of any other party; (v) no other party has given to it (directly or indirectly through any other Person) any advice, counsel, assurance; guarantee, or representation whatsoever as to the Borrower expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement; (vi) it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary, and not upon any view expressed by the other party; (vii) all trading decisions have been the result of arm’s length negotiations between the parties; (viii) it has a duty to read the Trade Documents and agrees that it is charged with notice and knowledge of the terms of the Trade Documents; that it has in fact read the Trade Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof and (ix) it is entering into this Agreement with a full understanding of all of the risks hereof (economic and otherwise) and it is capable of assuming and willing to assume (financially and otherwise) those risks. (b) Without limiting the applicability of any other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy Code”) (including, without limitation, Sections 362, 546, 556, and 560 thereof and the Lendersapplicable definitions in Section 101 thereof), the parties intend that the transactions contemplated by this Agreement will constitute “forward contracts” or “swap agreements” as defined in Section 101 of the Bankruptcy Code, and that the parties are entitled to the rights under, and protections afforded by, Sections 362, 546, 556, and 560 of the Bankruptcy Code. (c) Each party represents to the other party that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act, Section 1a(12).

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (a) it (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Agent, Joint Lead Arranger, any Issuing Lender, any Swingline Lender or any Lender is intended to be or has been advised created in respect of the transactions contemplated hereby or by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each , irrespective of whether any Agent, each Joint Lead Arranger, any Issuing Lender, any Swingline Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and their Affiliates (collectively, solely for purposes of other services regarding this paragraphAgreement provided by the Agents, the “Joint Lead Arrangers, the Issuing Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in Swingline Lenders and the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Lenders are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAgents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and the Lenders, on the otherother hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) 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; and (b) (i) the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) in connection therewith none of the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and with the process leading thereto, (x) no Lender Lenders has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and not as the agent Lenders and their respective Affiliates may be engaged, for their own accounts or fiduciary the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and the Lenders has any Loan Partyobligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, its management, stockholders, creditors or the Borrower hereby waives and releases any other Person. Each Loan Party acknowledges and agrees claims that it has consulted its own legal may have against the Agents, the Joint Lead Arrangers, the Issuing Lenders, the Swingline Lenders and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Lenders with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower Each Obligor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Obligor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersObligors, on the one hand, and the Loan PartiesAdministrative Agent and Guaranteed Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Guaranteed Creditors or among the Borrower Obligors and the LendersGuaranteed Creditors. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) in connection with all aspects of each Agenttransaction contemplated hereby (including in connection with any amendment, each Lender and their Affiliates (collectively, solely for purposes waiver or other modification hereof or of this paragraphany other Loan Document), the “Lenders”Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (x) (i) no fiduciary, may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary advisory or agency relationship or fiduciary or other implied duty between the Borrower and its Subsidiaries, any Lead Arranger, the Administrative Agent, any Issuing Lender, on the one hand, and such Loan Party, its stockholders any Swing Line Lender or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents Documents, irrespective of whether any Lead Arranger, the Administrative Agent, any Issuing Lender, any Swing Line Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (including ii) the exercise of rights arranging and remedies hereunder other services regarding this Agreement provided by the Arranger, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and thereunder) the Lenders are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesLead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and the Lenders, on the otherother hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) 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; and (y) (i) the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) in connection therewith none of the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and with the process leading thereto, (x) no Lender Lenders has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and not as the agent Lenders and their respective Affiliates may be engaged, for their own accounts or fiduciary the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the LeadArrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and the Lenders has any Loan Partyobligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, its management, stockholders, creditors or the Borrower hereby waives and releases any other Person. Each Loan Party acknowledges and agrees claims that it has consulted its own legal may have against any of the Lead Arrangers, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Lenders with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading theretocontemplated hereby; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lead Arrangers, the Bookrunners, the Co-Manager, the Administrative Agent and the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower Each of Holdings and the Borrowers hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Lenders is intended to be or has been advised created in respect of any of the transactions contemplated by counsel in the negotiation, execution and delivery of this Agreement and or the other Loan Documents; (b) each Agent, each irrespective of whether any Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each has advised or is advising any Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or on other implied duty between any Lender, on the one handmatters, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lenders, on the one hand, and (ii) in connection therewith and with the process leading theretoLoan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Lenders, (xc) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their Affiliates or any other person, (g) no Lender has assumed an advisory any obligation to the Loan Parties or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Loan Parties and the Lenders.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecured Debt Documents to which it is a party; (bi) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Administrative Agent nor any other Agent or Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyPledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Secured Debt Document (irrespective of whether the Administrative Agent or any other Agent or Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent or Secured Party has any obligation to any of the Pledgors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Secured Debt Documents; (ii) the Administrative Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgors and their respective Affiliates, and neither the Administrative Agent nor any other Agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal neither the Administrative Agent nor any other Agent or Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Partyother Secured Debt Document) and the Pledgors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party Pledgor agrees that it will not claim that the Administrative Agent or any Lender other Agent or Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyPledgor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Secured Debt Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Lenders, the Agents and any other Secured Party or among the Borrower Pledgors and the Lenders, the Agents and any other Secured Party.

Acknowledgments. 2.1 The Borrower hereby parties acknowledge that the Background of this Agreement sets out a true, accurate and complete representation of the commercial relationship between the parties and the circumstances surrounding the execution of this Agreement. 2.2 Each party separately acknowledges for the benefit of each other party that: (a) it has been advised by counsel in they have entered into this Agreement after mature consideration, reflection, and exercise of independent judgment; (b) they have read and understood the negotiation, execution and delivery provisions of this Agreement and that the provisions are just, equitable, fair, reasonable and satisfactory to them; (c) they have entered into this Agreement of their own free will and volition and that no coercion, force, or undue influence has been used in the execution of this Agreement either by the other Loan party or by any other person or persons; (d) they have either obtained independent legal advice, or are aware of their right to do so, and have chosen not to do so; and (e) they have not relied upon any representation or promise in entering into this Agreement except for those expressly stated in this Agreement. 2.3 The parties express acknowledge and agree that if there is any inconsistency, discrepancy or conflict that arises in respect of the interpretation or application of any of the Constituent Documents, the order of priority of the documents to the extent of that inconsistency, discrepancy or conflict is as follows: (a) the provisions of the Company Constitution take priority over all other subordinate Constituent Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes the provisions of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or Agreement take next priority over all other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that subsequent subordinate Constituent Documents; (ic) the transactions contemplated provisions of any by-laws created by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on Directors take next priority over all other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretosubsequent subordinate Constituent Documents; and (cd) no joint venture is created hereby or any other document deemed by the other Loan Documents or otherwise exists by virtue parties to be a Constituent Document takes last priority. 2.4 The Board, on behalf of the transactions contemplated hereby among the Lenders or among the Borrower Company, and the LendersInitial Members acknowledge that Dorset Council is entitled to be admitted as an Initial Member of NTDC Limited, even though Dorset Council is not recorded in the Schedule of Initial Members in the Company Constitution as an Initial Member. If, at any time after the registration of the Company, Dorset Council, resolves to become a Member of NTDC Limited, the Board must admit Dorset Council as a Member. Subject to the terms of the Company Constitution, this Agreement, and any other constituent document of the Company, Dorset Council is deemed to be an Initial Member of the Company and will enjoy all of the rights and privileges of being an Initial Member, albeit from the date that it is registered in the register of Members.

Acknowledgments. The Borrower Each Pledgor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the US Administrative Agent nor any Secured Creditor has any fiduciary relationship with or duty to any Pledgor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersPledgors, on the one hand, and the Loan PartiesUS Administrative Agent and Secured Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Creditors or among the Borrower Pledgors and the LendersSecured Creditors; and (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsNote Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Collateral Trustee nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handNote Documents, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Collateral Trustee and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Note Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Documents; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Documents; and has received the advice of its attorney in entering into this Agreement and the Security Documents; and that it recognizes that certain of the terms of this Agreement and the Security Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Documents on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.” (e) each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Company, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents to which it is a party and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents to which it is a party; that it has in fact read this Agreement and the other Loan Documents to which it is a party and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement and the other Loan Documents to which it is a party; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents to which it is party; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents to which it is a party; and that it recognizes that certain of the terms of this Agreement and other Loan Documents to which it is a party result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each Grantor agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement or the other Loan Documents to which it is a party on the basis that such Grantor had no notice or knowledge of such provision or that the provision is not “conspicuous”. (e) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against any other Grantor, the Administrative Agent, the other Secured Parties or any other Person or against any Collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings, and the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (aa)(i) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Administrative Agent and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Arrangers are arm’s-length commercial transactions between Holdings, the LendersBorrower and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent and the Arrangers, on the otherother hand, (ii) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of Holdings, and 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; (b)(i) the Administrative Agent and the Arrangers are and have 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 Holdings, the Borrower or any of their respective Affiliates, or any other Person and (ii) in connection therewith and with neither the process leading theretoAdministrative Agent nor any Arranger has any obligation to Holdings, (x) no Lender has assumed an advisory the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yc) each Lender is acting solely as principal the Administrative Agent and not as the agent or fiduciary Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and their respective Affiliates, and neither the Administrative Agent nor any Loan PartyArranger has any obligation to disclose any of such interests to Holdings, its management, stockholders, creditors the Borrower or any other Personof their respective Affiliates. Each Loan Party acknowledges To the fullest extent permitted by law, each of Holdings, and agrees the Borrower hereby waives and releases any claims that it has consulted its own legal may have against the Administrative Agent and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Arrangers with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the LendersSecured Parties; and (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents; that it has in fact read this Agreement and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents; and that it recognizes that certain of the terms of this Agreement and the other Loan Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (aa)(i) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Syndication Agents are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAdministrative Agent, the Arrangers and the Syndication Agents, on the otherother hand, (ii) each of the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of 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; (b)(i) each of the Administrative Agent, the Arrangers and the Syndication Agents are and have 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 (ii) in connection therewith and with none of the process leading theretoAdministrative Agent, (x) no Lender the Arrangers or the Syndication Agents has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (c) the Administrative Agent, the Arrangers and the Syndication Agents 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 or the Syndication Agents has any obligation to disclose any of such interests to the Borrower or any of its Affiliates; and (yd) each Lender of the Administrative Agent, the Arrangers and the Syndication Agents (i) is acting solely a full service securities or banking firm engaged in securities trading and brokerage activities as principal well as providing investment banking and not as other financial services, (ii) in the agent ordinary course of business, may provide investment banking and other financial services to, and/or acquire, hold or fiduciary of any Loan Partysell, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted for its own legal accounts and the accounts of customers, equity, debt and other securities and financial advisors to instruments (including bank loans and other obligations) of, the extent it deemed appropriate Borrower and that it is responsible for making its own independent judgment other companies with which the Borrower may have commercial or other relationships and (iii) with respect to any securities and/or financial instruments so held by the Administrative Agent, the Arrangers, the Syndication Agents or any of their respective customers, all rights in respect of such transactions securities and financial instruments, including any voting rights, will be exercised by the process leading theretoholder of the rights, in its sole discretion. Each To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby agrees that it will not to assert any claim that the Administrative Agent, any Lender has rendered advisory services of Arranger or any nature or respectSyndication Agent owes it any agency, or owes a fiduciary or similar duty to and agrees no such Loan Party, duty is owed in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower Each of Holdings and the Borrowers hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Lenders is intended to be or has been advised created in respect of any of the transactions contemplated by counsel in the negotiation, execution and delivery of this Agreement and or the other Loan Documents; (b) each Agent, each irrespective of whether any Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each has advised or is advising any Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or on other implied duty between any Lender, on the one handmatters, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lenders, on the one hand, and (ii) in connection therewith and with the process leading theretoLoan Parties, on the other hand, have an arm's length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Lenders, (xc) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Lenders are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties' interests and that the Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their Affiliates or any other person, (g) no Lender has assumed an advisory any obligation to the Loan Parties or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Loan Parties and the Lenders.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecond-Out Credit Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, i) neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Collateral Agent nor any other Agent or Second-Out Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyPledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Second-Out Credit Document (irrespective of whether the Collateral Agent or any other Agent or Second-Out Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Collateral Agent or other Agent or Second-Out Secured Party has any obligation to any of the Pledgors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Second-Out Credit Documents; (ii) the Collateral Agent and its Affiliates, each other Agent and each other Second-Out Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgors and their respective Affiliates, and neither the Collateral Agent nor any other Agent or Second-Out Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal neither the Collateral Agent nor any other Agent or Second-Out Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Partyother Second-Out Credit Document) and the Pledgors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party Pledgor agrees that it will not claim that the Collateral Agent or any Lender other Agent or Second-Out Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyPledgor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Second-Out Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Second-Out Lenders, the Agents and any other Second-Out Secured Party or among the Borrower Pledgors and the Second-Out Lenders, the Agents and any other Second-Out Secured Party.

Acknowledgments. The Borrower Each Guarantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGuarantors, on the one hand, and the Loan PartiesAdministrative Agent and Guaranteed Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Guaranteed Creditors or among the Borrower Guarantors and the LendersGuaranteed Creditors; and (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents; that it has in fact read this Agreement and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents; and that it recognizes that certain of the terms of this Agreement and the other Loan Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Secured Creditor has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan PartiesAdministrative Agent and Secured Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Creditors or among the Borrower Grantors and the LendersSecured Creditors; and (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the US Administrative Agent nor any Secured Creditor has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan PartiesUS Administrative Agent and Secured Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Creditors or among the Borrower Grantors and the LendersSecured Creditors; and (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Each of Holdings and the Borrower hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties, on the one hand and the Lenders and the Administrative Agent, on the other hand is intended to be or has been advised created in respect of any of the transactions contemplated by counsel in the negotiation, execution and delivery of this Agreement and or the other Loan Documents; (b) each Agent, each irrespective of whether any Lender and their Affiliates (collectively, solely for purposes of this paragraph, or the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Administrative Agent has advised or is advising any Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or on other implied duty between any Lender, on the one handmatters, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lenders and the Administrative Agent, on the one hand, and (ii) in connection therewith and with the process leading theretoLoan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their Affiliates on the part of the Lenders, (xc) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Lenders and the Administrative Agent are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Lenders have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender and the Administrative Agent has assumed been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisory advisor, agent or fiduciary responsibility in favor for the Loan Parties, any of their Affiliates or any other person, (g) neither any Lender nor Administrative Agent has any obligation to the Loan Party, its stockholders Parties or its affiliates their Affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender and the Loan Documents Parties or any such Affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Loan Parties and the Lenders.

Acknowledgments. The Borrower In connection with all aspects of each transaction contemplated hereby acknowledges that: (a) it has been advised by counsel including in the negotiationconnection with any amendment, execution and delivery waiver or other modification hereof or of this Agreement any other Loan Document), each of Holdings, and the other Loan Documents; (b) each Agent, each Lender Borrower acknowledges and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handagrees, and such Loan Partyacknowledges its Affiliates’ understanding, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that that: (i) (A) the transactions contemplated arranging and other services regarding this Agreement provided by the Loan Documents (including Administrative Agent and the exercise of rights and remedies hereunder and thereunder) Arrangers are arm’s-length commercial transactions between Holdings, the LendersBorrower and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent and the Arrangers, on the otherother hand, (B) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Holdings, and 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) the Administrative Agent and each Arranger is and has been acting solely as a principal and, except as expressly agreed in connection therewith writing by the relevant parties, has not been, is not, and with the process leading theretowill not be acting as an advisor, (x) no Lender has assumed an advisory agent or fiduciary responsibility in favor for Holdings, the Borrower or any of their respective Affiliates, or any Loan Partyother Person and (B) neither the Administrative Agent nor any Arranger has any obligation to Holdings, its stockholders the Borrower or its affiliates any of their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lender is acting solely as principal the Administrative Agent and not as the agent or fiduciary Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and their respective Affiliates, and neither the Administrative Agent nor any Loan PartyArranger has any obligation to disclose any of such interests to Holdings, its management, stockholders, creditors the Borrower or any other Personof their respective Affiliates. Each Loan Party acknowledges To the fullest extent permitted by law, each of Holdings, and agrees the Borrower hereby waives and releases any claims that it has consulted its own legal may have against the Administrative Agent and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Arrangers with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower hereby Each of the parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that: : (ai) it has been advised by counsel in conducted its own independent investigation of the negotiationfinancial condition, execution results of operations, assets, liabilities, properties and delivery projected operations of this Agreement and the other Loan Documents; parties (b) each Agent, each Lender and their Affiliates respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other parties (collectively, solely and their respective Subsidiaries) for purposes of this paragraphconducting such investigation; (ii) the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions contemplated hereby; (iii) the Acquiror and Amalgamation Sub Representations constitute the sole and exclusive representations and warranties of Acquiror and Amalgamation Sub; (iv) except for the Company Representations by the Company, the “Lenders”)Acquiror and Amalgamation Sub Representations by Acquiror and Amalgamation Sub, may have economic interests that conflict with those none of the Loan Partiesparties hereto or any other Person makes, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed has made, any other express or implied representation or warranty with respect to create an advisory, fiduciary any party hereto (or agency relationship any party’s Affiliates) or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents this Agreement and all other representations and warranties of any kind or nature expressed or implied (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory regarding the completeness or fiduciary responsibility accuracy of, or any omission to state or to disclose, any information, including in favor of any Loan Partythe estimates, its stockholders projections or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) forecasts or any other obligation information, document or material provided to or made available to any Loan Party except party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the obligations expressly set forth in the Loan Documents Transactions, including meetings, calls or correspondence with management of any party hereto (or any party’s Subsidiaries), and (y) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any party’s or its Subsidiaries’ assets) are specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or its Subsidiaries); and (v) each Lender party hereto and its respective Affiliates and its and their respective Representatives are not relying on and have not relied on, any representations or warranties in connection with the Transactions or otherwise except the Company Representations by the Company, the Acquiror and Amalgamation Sub Representations by Acquiror and Amalgamation Sub (each of which is acting being made solely as principal by the Person expressly making such representation in the applicable Ancillary Agreement and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or by any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders).

Acknowledgments. The Each of Holdings and the Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution execution, and delivery of this Agreement and the other Loan DocumentsCredit Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are an arm’s-length commercial transactions transaction between the LendersBorrower and the other Credit Parties, on the one hand, and the Loan PartiesAdministrative Agent, the Lenders and the other Agents on the otherother hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (iiincluding any amendment, waiver or other modification hereof or thereof); (i) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent and the other Agents is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrower, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees, or any other Person; (xii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrower or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or any other Agent has advised or is currently advising the Borrower, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent nor any other Agent has any obligation to the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; (iii) the Administrative Agent, each other Agent and (y) each Lender is acting solely as principal Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and not as their Affiliates, and neither the agent Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship or otherwise; and (iv) neither the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any Loan Partyother Credit Document) and each of Holdings and the Borrower have consulted their own legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions appropriate. Each of Holdings and the process leading thereto. Each Loan Party Borrower hereby agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or Agent owes a fiduciary or similar duty to such Loan Party, the Credit Parties in connection with such transaction the Transactions contemplated hereby and waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent or the process leading theretoany other Agent with respect to any breach or alleged breach of agency or fiduciary duty; and (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and/or Holdings, on the one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Each Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraphclause (b), the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders equityholders or its affiliatesAffiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders equityholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders equityholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholdersequityholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Borrowers and the Lenders.

Acknowledgments. The Holdings and each Borrower hereby acknowledges acknowledge (on behalf of itself and the other Credit Parties) that: (a) it has been advised by counsel in the negotiation, execution execution, and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Credit Document) are arm’san arm's-length commercial transactions transaction between the LendersBorrowers and the other Credit Parties, on the one hand, and the Loan PartiesAdministrative Agent, the Lenders and the other Agents on the otherother hand, and the Borrowers and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (iiincluding any amendment, waiver or other modification hereof or thereof); (i) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrowers, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees, or any other Person; (xii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrowers or any Loan Partyother Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or other Agent has advised or is currently advising the Borrowers, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent has any obligation to the Borrowers, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; (iii) the Administrative Agent, each other Agent and (y) each Lender is acting solely as principal Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and not as their Affiliates, and neither the agent Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) neither the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any Loan Partyother Credit Document) and the Borrowers have consulted their own legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it has deemed appropriate appropriate. Each Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against the Administrative Agent or any other Agent with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoduty; and (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Borrowers, on the one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Borrower Each Pledgor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Secured Party has any fiduciary relationship with or duty to any Pledgor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersPledgors, on the one hand, and the Loan Administrative Agent and Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Pledgors and the LendersSecured Parties; and (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents; that it has in fact read this Agreement and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents; and that it recognizes that certain of the terms of this Agreement and the other Loan Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower Borrowers hereby acknowledges acknowledge that: (a) it they has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents. Each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate. Each 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; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those none of the Agents or the Lenders has any fiduciary relationship with or duty to the Borrowers or any other Borrower arising out of or in connection with this Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge relationship between the Agents and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan PartiesBorrowers and the other Borrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Agents and the Lenders or among the Borrower Borrowers, the other Borrowers and the Lenders. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose; (d) the Agents and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and none of the Agents and the Secured Parties has any obligation to disclose any of such interests to any Borrower or any of its Affiliates; and (e) to the fullest extent permitted by Law, each Borrower hereby waives and releases any claims that it may have against the Agents and the Secured Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that Company hereby acknowledges (i) the transactions contemplated by purchase and sale of the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are Underwritten Securities pursuant to this Agreement is an arm’s-length commercial transactions transaction between the LendersCompany, on the one hand, and the Loan PartiesUnderwriters and any affiliate through which it may be acting, on the other, and (ii) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (iii) the Company’s engagement of the Underwriters in connection therewith with the offering and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect up to the transactions contemplated hereby (or offering is as independent contractors and not in any other capacity. Furthermore, the exercise of rights or remedies Company agrees that it is solely responsible for making its own judgments in connection with respect thereto) or the process leading thereto offering (irrespective of whether any Lender of the Underwriters has advised, advised or is currently advising the Company on related or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person). Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party The Company agrees that it will not claim that any Lender has the Underwriters have rendered advisory services of any nature or respect, or owes a owe an agency, fiduciary or similar duty to such Loan Partythe Company, in connection with such transaction or the process leading thereto. (b) This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof; and (c) no joint venture is created The Company and each of the Underwriters hereby irrevocably waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of agency or fiduciary duty and any and all right to trial by the other Loan Documents jury in any legal proceeding arising out of or otherwise exists by virtue of relating to this Agreement or the transactions contemplated hereby among hereby. [Representative(s)] As Representatives of the Lenders several Underwriters named in Schedule I hereto, c/o [Address] Ladies and Gentlemen: Petro-Canada, a Canadian corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Basic Provisions, dated , 200 , (the “Basic Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Underwritten Securities”). The Basic Provisions are incorporated herein by reference in their entirety, and shall be deemed to be a part of this agreement (the “Terms Agreement” and, together with the Basic Provisions, the “Underwriting Agreement”) to the same extent as if such Basic Provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Underwriting Agreement, except that each representation and warranty which refers to the Pricing Disclosure Package, the Canadian Prospectus or among the Borrower U.S. Prospectus in Section 1 of the Basic Provisions shall be deemed to be a representation or warranty as of the date of the Basic Provisions in relation to the Pricing Disclosure Package, the Canadian Prospectus or the U.S. Prospectus (as therein defined), and also a representation and warranty as of the date of this Underwriting Agreement in relation to the Pricing Disclosure Package, the Canadian Prospectus or the U.S. Prospectus as amended or supplemented relating to the Underwritten Securities which are the subject of this Underwriting Agreement. Each reference to the Representatives herein and in the provisions of the Basic Provisions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Basic Provisions are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Underwritten Securities and the Lendersaddress of the Representatives are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the U.S. Prospectus, and a supplement to the Canadian Prospectus, respectively, relating to the Underwritten Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission and the Reviewing Authority. Subject to the terms and conditions set forth herein and in the Basic Provisions incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us, one for the Company and each of the Representatives plus one for each counsel, counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, By: Name: Title: By: Name: Title: Accepted as of the date hereof: For themselves and as Representatives of the other Underwriters named in Schedule I hereto: By: Name: Title: By: Name: Title: By: Name: Title: [Representative(s)] [Names of other Underwriters] $ Total $ Issuer: Petro-Canada Title of Underwritten Securities: [ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due , Aggregate principal amount: [$ ] Price to Public: % of the principal amount of the Underwritten Securities, plus accrued interest[, if any,] from to [and accrued amortization[, if any,] from to ] Purchase Price by Underwriters: % of the principal amount of the Underwritten Securities, plus accrued interest from to [and accrued amortization[, if any,] from to ] Form of Underwritten Securities: [Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Closing Date at the office of DTC or its agent.] [Definitive form, to be made available for checking and packaging at least twenty-four hours prior to the Closing Date at the office of [the Representatives]] Specified funds for payment of purchase price: Federal (same-day) funds Closing Date: a. m. (New York City time), , 20

Acknowledgments. The Borrower Each Pledgor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Secured Creditor has any fiduciary relationship with or duty to any Pledgor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersPledgors, on the one hand, and the Loan PartiesAdministrative Agent and Secured Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Creditors or among the Borrower Pledgors and the LendersSecured Creditors; and (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower hereby Each Seller and holder of Vested Options acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) Buyer is entitled to conduct the transactions contemplated by business of the Loan Documents (Company, including with respect to any Product, in a manner that is in the exercise best interests of rights the Buyer and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handits stockholders, and shall have the Loan Parties, on the other, absolute right and (ii) in connection therewith sole and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates absolute discretion to operate and otherwise make decisions with respect to the transactions contemplated hereby (conduct of the business of the Company, including with respect to any Product, and to take or the exercise of rights or remedies refrain from taking any action with respect thereto; (ii) Buyer or the process leading thereto (irrespective any of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) currently or any other obligation to any Loan Party except the obligations expressly set forth may in the Loan Documents future offer products or services that compete, either directly or indirectly, with any Product and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment may make decisions with respect to such transactions products and services that may adversely affect any Product and the process leading thereto. Each Loan Party agrees that it will not claim that products, services, sales, revenues, expenses, or other financial performance measures of the Company; (iii) neither Buyer nor any Lender has rendered advisory services of its Affiliates shall have any liability to any Seller or holder of Vested Options or any other Person for any claim, loss or damage of any nature nature, including claims, losses or respectdamages that arise out of or relate in any way to any decisions or actions affecting whether or not any Milestone Event is achieved or achievable, or owes a fiduciary whether or similar duty to such Loan Party, in connection with such transaction not or the process leading theretoextent to which any Milestone Payment becomes payable in accordance with this Section 1.6; and (civ) there is no joint venture is created hereby assurance that the Sellers or holders of Vested Options will receive any Milestone Payment; (v) neither Buyer nor any Affiliate of Buyer promised or projected any amounts to be received by the other Loan Documents Sellers or otherwise exists by virtue holders of Vested Options in respect of any Milestone Payment, and the Securityholders’ Representative (on behalf of the transactions contemplated hereby among Sellers or holders of Vested Options) has not relied on any statements or information provided by or on behalf of Buyer or its Affiliates with respect to the Lenders likelihood of development or among approval of any Product; (vi) neither Buyer nor the Borrower Company nor any other Affiliates of Buyer owe to the Securityholders’ Representative or the Sellers or holders of Vested Options any fiduciary duty with respect to the achievement of the Milestone Events and/or the payment of the Milestone Payments, it being understood and the Lenders.agreed that this clause (vi) is not intended to reduce or

Acknowledgments. The Borrower Each Pledgor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Pledgee nor any Secured Party has any fiduciary relationship with or duty to any Pledgor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersPledgors, on the one hand, and the Loan Pledgee and Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Pledgors and the LendersSecured Parties. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments and the other Loan Documents; and has received the advice of its attorney in entering into this Agreement, the Security Instruments and the other Loan Documents; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents Facility and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification of rights and remedies hereunder and thereunderany Credit Document) are an arm’s-length commercial transactions transaction between the LendersCredit Parties, on the one hand, and the Loan PartiesAdministrative Agent and the Lenders, on the otherother hand, and the Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto any Transaction, each of the Administrative Agent and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any Credit Party or any of their respective Affiliates, equity holders, creditors or employees or any other Person; (xiii) no neither the Administrative Agent, any Joint Bookrunner, any Joint Lead Arranger, nor any Lender has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates Credit Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) any Transaction or the process leading thereto thereto, including with respect to any amendment, waiver or other modification of any Credit Document (irrespective of whether the Administrative Agent, any Joint Bookrunner, any Joint Lead Arranger or any Lender has advised, advised or is currently advising any Credit Party or will advise any Loan Party, its stockholders or its their respective Affiliates on other matters) and none of the Administrative Agent, any Joint Bookrunner, any Joint Lead Arranger or any other Lender has any obligation to any Loan Credit Party or their respective Affiliates with respect to the Transactions, in each case, except the those obligations expressly set forth in the Loan Documents Credit Documents; (iv) the Credit Parties and their respective Affiliates will not assert any claim based on alleged breach of fiduciary duty; (v) the Administrative Agent and its Affiliates and each Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and none of the Administrative Agent or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yvi) each neither the Administrative Agent nor any Lender is acting solely as principal has provided and not as the agent none will provide any legal, accounting, regulatory or fiduciary tax advice with respect to any Transaction (including any amendment, waiver or other modification of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Credit Document) and agrees that it the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against the Administrative Agent with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoduty; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Canadian Administrative Agent nor any Secured Creditor has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan PartiesCanadian Administrative Agent and Secured Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Creditors or among the Borrower Grantors and the LendersSecured Creditors; (d) it has received a copy of this Agreement; and (e) each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents; that it has in fact read this Agreement and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Loan Documents; and has received the advice of its attorney in entering into this Agreement and the Loan Documents; and that it recognizes that certain of the terms of this Agreement and the Loan Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower 1. For avoidance of doubt, each Credit Party hereby acknowledges that: (a) it has been advised by counsel in the negotiationand confirms its due authorization, execution and delivery of all Credit Documents (each Credit Document as amended, restated, modified and/or supplemented through and including the date hereof) to which it is a party, including all instruments, financing statements, agreements, certificates and documents executed and delivered in connection therewith, and hereby ratifies all actions heretofore taken in connection therewith. 2. Each Credit Party and each Intercompany Loan Credit Party, by its execution, acknowledgment and delivery of a copy of this Amendment, hereby consents to the new extensions of credit pursuant to the Credit Agreement, as amended by this Amendment) and hereby agrees that such new extensions of credit shall be fully entitled to all benefits of, and shall be fully guaranteed and secured pursuant to and in accordance with the terms of, each of the Credit Documents and Intercompany Loan Guarantee and Security Documents, as applicable. 3. Each Additional Tranche B1 Term Lender and Additional Tranche B1 Euro Term Lender party to this Amendment, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement, this Amendment and the other Loan Credit Documents; , together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement (bas amended by this Amendment), (iii) each agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement (as amended by this Amendment) and the other Credit Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, each Lender and their Affiliates (collectivelyas the case may be, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) terms thereof, together with such powers as are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading reasonably incidental thereto, (xiv) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services perform in accordance with their terms all of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or obligations which by the other Loan Documents or otherwise exists by virtue terms of the transactions contemplated hereby among the Lenders or among the Borrower Credit Agreement (as amended by this Amendment) and the Lendersother Credit Documents are required to be performed by it as a Lender, and (v) in the case of each Additional Tranche B1 Term Lender and Additional Tranche B1 Euro Term Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, shall deliver to the Administrative Agent, on or prior to the First Amendment Effective Date, the forms and/or Section 11.15(a) Certificate, if any, required to be delivered by such Additional Tranche B1 Term Lender or Additional Tranche B1 Euro Term Lender to the Administrative Agent pursuant to Section 11.15(a) of the Credit Agreement, and each Additional Tranche B1 Term Lender and Additional Tranche B1 Euro Term Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code agrees, upon the request of the Administrative Agent, to deliver to the Administrative Agent the forms required to be delivered by Section 11.15(b) of the Credit Agreement.

Acknowledgments. The Borrower hereby acknowledges that: + I (awe) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those acknowledge receipt of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in final Prospectus of the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, fund and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties further acknowledge and agree that that: (i) the transactions contemplated by Prospectus is printed in English and that I (we) have read and understand the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and Prospectus; (ii) I am (we are) entering into an investment in connection therewith the fund relying solely on the terms and with conditions of the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly offering as set forth in the Loan Documents Prospectus and in this Subscription Agreement; and (yiii) each Lender I (we) agree to abide by the terms and conditions of the Prospectus, as may be amended from time to time. + I (we) acknowledge the following: the fund is acting solely an illiquid investment and is suitable only for investors who can bear the risks associated with the limited liquidity of the fund and should be viewed as principal a long-term investment; the fund will ordinarily declare and pay dividends from its net investment income. However, the amount of distributions that the fund may pay, if any, is uncertain. + I (we) or an adviser or consultant I (we) relied upon in reaching a decision to subscribe have such knowledge and experience in financial, tax and business matters as to enable me (us) or such adviser or consultant to evaluate the merits and risks of an investment in the fund and to make an informed investment decision with respect thereto. (I am (we are) not as relying upon the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible fund’s investment advisers for making its own independent judgment guidance with respect to such transactions tax or other legal considerations.) + I am (we are) permitted by applicable law and regulation to make an investment in the process leading theretofund, and I (we) have satisfied any special suitability or other applicable requirements of my (our) state or country of residence and/or the state or country of residence in which the subscription occurs. Each Loan Party agrees + I (we) acknowledge that it will not claim neither the fund nor its advisers have solicited my (our) investment in the fund. + I (we) understand and acknowledge that any Lender has rendered advisory services an investment in the fund may subject me (us) to US taxation (the amount of any nature tax liability will depend on a number of factors), and I (we) should obtain my (our) own advice as to whether I (we) will be liable for any US tax as a result of an investment in the fund. + I (we) acknowledge that the fund reserves the right, in its absolute discretion, to reject this and any other subscription, in whole or respectin part. + If signing on behalf of a legal entity, I (we) certify: I am an (we are) authorized representative(s) of the entity, and I (we) understand that Invesco Investment Services, Inc. will use this document for the purpose of verifying the identity of the beneficial owners and control person as required by federal law. I (we) hereby certify, to the best of my (our) knowledge, that the information provided in previous subscription materials is still accurate. + I (we) certify under penalties of perjury that: 1. The number shown on this application is my (our) correct Taxpayer Identification Number, and 2. I am (we are) not subject to backup withholding because: (a) I am (we are) exempt from backup withholding, or owes (b) I (we) have not been notified by the Internal Revenue Service (IRS) that I am (we are) subject to backup withholding as a fiduciary result of a failure to report all interest or similar duty to such Loan Partydividends, in connection with such transaction or the process leading thereto; and (c) the IRS has notified me that I am (we are) no joint venture longer subject to backup withholding, and 3. Unless otherwise discussed in advance with and approved in the sole discretion of Invesco Investment Services, Inc., I am a (we are) US citizen(s) or other US person(s), and 4. The FATCA code(s) entered on this form (if any, see below) indicating that I am (we are) exempt from FATCA reporting is created hereby or correct. If required: You must cross out item 2 above if you have been notified by the other Loan Documents or otherwise exists by virtue IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. FATCA codes apply to persons submitting this form for accounts maintained outside of the transactions contemplated hereby among United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the Lenders or among United States, you may leave this field blank. Please visit ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/pub/irs- pdf/fw9.pdf for a list of exemption codes for all others. The Internal Revenue Service does not require your consent to any provision of this document other than the Borrower and the Lenderscertifications above to avoid backup withholding.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in Each party understands, acknowledges and agrees that except for (i) instances of Fraud, (ii) the negotiationparties’ right to seek specific performance or injunctive relief pursuant to Section 11.19, execution and delivery (iii) the parties’ rights and obligations pursuant to Section 1.03, from and after the Closing, the indemnification provided to the parties pursuant to, and subject to the terms and conditions of, this Article 9 will be the sole and exclusive remedy of the parties with respect to the subject matter of this Agreement or the transactions contemplated hereby. Buyer acknowledges and agrees that the Buyer Indemnitees may not avoid such limitation on liability by (x) seeking damages for breach of contract, tort or pursuant to any other Loan Documents;theory of liability, all of which are hereby waived or (y) asserting or threatening any claim against any Person that is not a party (or a successor to a party) for breaches of the representations, warranties and covenants contained in this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit or restrain (whether a temporal limitation, a dollar limitation or otherwise) the ability of any Person to seek remedies against any other Person for Fraud. (b) each AgentTHE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND SELLER IN ARTICLES 3 AND 4 HEREOF AND IN THE TRANSACTION DOCUMENTS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, each Lender and their Affiliates AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (collectivelyINCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, solely for purposes of this paragraphRESULTS OF OPERATIONS, the “Lenders”)ASSETS OR LIABILITIES OR AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROMOTED TO BUYER OF THE COMPANY OR TO ANY ENVIRONMENTAL, may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that HEALTH OR SAFETY MATTERS) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND SELLER AND ARE NOT BEING RELIED UPON BY BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. (ic) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated Buyer hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted not relied upon any statements, information, material, representations, warranties or financial projections delivered or made available to Buyer or its own legal and financial advisors representatives (including representations as to the extent it deemed appropriate accuracy or completeness of any such information) other than the representations and warranties contained in Article 3 or Article 4 of this Agreement and in the Transaction Documents. Buyer acknowledges and agrees that, except as expressly provided in this Agreement or any Transaction Document, neither the Seller nor any of their direct or indirect Affiliates, directors, officers, members, employees or representatives will have or be subject to any liability to Buyer or any of its Affiliates resulting from the distribution to Buyer, or Buyer’s use of, or reliance on (including with respect to accuracy or completeness), any information, statements, material or financial projections prepared by the Company, the Seller or their respective Affiliates delivered or made available to Buyer or its representatives or any information, document or material made available to Buyer or its Affiliates or representatives in certain “data rooms” and online “data sites,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with ▇▇▇▇▇’s investigation of the Company, ▇▇▇▇▇ has received from or on behalf of the Company certain projections, including projected statements of operating revenues and income from operations of the Company and certain business plan information of the Company. Buyer acknowledges that it there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is responsible familiar with such uncertainties, that Buyer is taking full responsibility for making its own independent judgment evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer will have no claim against Seller or any other Person with respect thereto. Accordingly, the Seller and the Company make no representations or warranties whatsoever with respect to such transactions estimates, projections and other forecasts and plans (including the process leading thereto. Each Loan Party reasonableness of the assumptions underlying such estimates, projections and forecasts), and ▇▇▇▇▇ agrees that it will has not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersrelied thereon.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (aa)(i) it has been advised by counsel in the negotiation, execution and delivery of services regarding this Agreement provided by the Agents and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Sole Lead Arranger are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAgents and the Sole Lead Arranger, on the otherother hand, (ii) each of the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of 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; (b)(i) the Agents and the Sole Lead Arranger are and have 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 (ii) in connection therewith the Agents and with the process leading thereto, (x) Sole Lead Arranger have no Lender has assumed an advisory obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (c) the Agents and the Sole Lead Arranger 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 the Agents and the Sole Lead Arranger have no obligation to disclose any of such interests to the Borrower or any of its Affiliates; and (yd) each Lender of the Agents and the Sole Lead Arranger (i) is acting solely a full service securities or banking firms engaged in securities trading and brokerage activities as principal well as providing investment banking and not as other financial services, (ii) in the agent ordinary course of business, may provide investment banking and other financial services to, and/or acquire, hold or fiduciary of any Loan Partysell, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted for its own legal accounts and the accounts of customers, equity, debt and other securities and financial advisors to instruments (including bank loans and other obligations) of, the extent it deemed appropriate Borrower and that it is responsible for making its own independent judgment other companies with which the Borrower may have commercial or other relationships and (iii) with respect to such transactions any securities and/or financial instruments so held by the Agents and the process leading theretoSole Lead Arranger and their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. Each To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby agrees that it will not to assert any claim that the either Agent or the Sole Lead Arranger owes it any Lender has rendered advisory services of any nature or respectagency, or owes a fiduciary or similar duty to and agrees no such Loan Party, duty is owed in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company acknowledges and agrees and it has informed its Affiliates’, that: (a) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, the Co-Arrangers and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersCompany, on the one hand, and the Loan Administrative Agent, the Joint Lead Arrangers, the Co-Arrangers and the Lender Parties, on the otherother hand; Table of Contents (b) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (c) the Company is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iid) the Administrative Agent, each Joint Lead Arranger, each Co-Arranger and each Lender Party is and has been acting solely as a principal and, except as may otherwise be expressly agreed in connection therewith writing by the relevant parties, has not been, is not, and with the process leading theretowill not be acting as an advisor, (x) no Lender has assumed an advisory agent or fiduciary responsibility in favor for the Company or any of its Affiliates, or any Loan Partyother Person; (e) none of the Administrative Agent, the Joint Lead Arrangers, the Co-Arrangers or the Lender Parties has any obligation to the Company or any of its stockholders or its affiliates respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoDocuments; and (cf) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue Administrative Agent, the Joint Lead Arrangers, the Co-Arrangers, the Lender Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and its respective Affiliates, and none of the Administrative Agent, the Joint Lead Arrangers or the Co-Arrangers has any obligation to disclose any of such interests and transactions contemplated to the Company or any of their its Affiliates. To the fullest extent permitted by law, the Company hereby among waives and releases any claims that it may have against the Lenders or among Administrative Agent, the Borrower Joint Lead Arrangers, the Co-Arrangers and the LendersLender Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and the relationship between such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersGrantor, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture by or among any Secured Party, on the one hand, and any Grantor, on the other hand, is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among hereby. (b) Each of the Lenders or among the Borrower parties hereto specifically agrees that it has a duty to read this Agreement and the Lendersother Loan Documents to which it is a party and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents to which it is a party; that it has in fact read this Agreement and the other Loan Documents to which it is a party and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement and the other Loan Documents to which it is a party; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents to which it is party; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents to which it is a party; and that it recognizes that certain of the terms of this Agreement and other Loan Documents to which it is a party result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each Grantor agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement or the other Loan Documents to which it is a party on the basis that such Grantor had no notice or knowledge of such provision or that the provision is not “conspicuous.” (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against any other Grantor, the Administrative Agent, the other Secured Parties or any other Person or against any Collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecured Agreements to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handSecured Agreements, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Collateral Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Documents Secured Agreements or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Documents; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Documents; and has received the advice of its attorney in entering into this Agreement and the Security Documents; and that it recognizes that certain of the terms of this Agreement and the Security Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower hereby acknowledges acknowledges, and, solely with respect to clause (vi) below, each Loan Party hereby acknowledges, that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (bi) each Agent, each Lender Lender, each Joint Lead Arranger, each Joint Bookrunner, the Syndication Agent and their respective Affiliates (collectively, solely for purposes of this paragraphsubsection 10.13(b), the “Lenders”), may have economic interests that conflict with those of the Loan PartiesBorrower, their its stockholders and/or their affiliates. Each Loan Party agrees its Affiliates; (ii) the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the transactions contemplated herein and the process leading thereto; (iii) nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Partythe Borrower, its stockholders or its affiliatesAffiliates, on the other. The ; (iv) the Borrower will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the transactions contemplated herein or the process leading thereto; (v) no joint venture is created hereby or by the other Loan Parties acknowledge Documents or otherwise exists by virtue of the transactions contemplated hereby and agree that thereby among the Lenders or among the Borrower and the Lenders; and (iA) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan PartiesBorrower, on the other, and (iiB) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Partythe Borrower, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Partythe Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Partythe Borrower, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecured Debt Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, i) neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Administrative Agent nor any other Agent or Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyPledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Secured Debt Document (irrespective of whether the Administrative Agent or any other Agent or Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent or Secured Party has any obligation to any of the Pledgors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Secured Debt Documents; (ii) the Administrative Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgors and their respective Affiliates, and neither the Administrative Agent nor any other Agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal neither the Administrative Agent nor any other Agent or Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any Loan Partyother Secured Debt Document) and the Pledgors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party Pledgor agrees that it will not claim that the Administrative Agent or any Lender other Agent or Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyPledgor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Secured Debt Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Lenders, the Administrative Agent and any other Secured Party or among the Borrower Pledgors and the Lenders, the Administrative Agent and any other Secured Party.

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsPriority Lien Documents to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handPriority Lien Documents, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Collateral Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor or agent, as applicable; and (ciii) no joint venture is created hereby or by the other Loan Priority Lien Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the LendersSecured Parties. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Security Documents; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Security Documents; and has received the advice of its attorney in entering into this Agreement and the other Security Documents; and that it recognizes that certain of the terms of this Agreement and the other Security Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the other Security Documents on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.” (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any Collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower Each of the Borrowers hereby acknowledges that: and agrees that (a) it no fiduciary, advisory or agency relationship between the Loan Parties and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Loan Parties on other matters, and the relationship between the Credit Parties, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by counsel this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; , (bf) each AgentCredit Party has been, each Lender is, and their Affiliates (collectivelywill be acting solely as a principal and, solely except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, any of their stockholders and/or their affiliates. Each Loan Party agrees that nothing in affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Loan Documents Parties or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its their affiliates with respect to the transactions contemplated hereby (by this Agreement or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any other Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party Documents except the those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Documents Parties or any such affiliate and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (ch) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Credit Parties or among the Borrower Loan Parties and the LendersCredit Parties.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that: : (a) it (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Agent, any Issuing Lender, any Swingline Lender or any Lender is intended to be or has been advised created in respect of the transactions contemplated hereby or by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each , irrespective of whether any Agent, each any Issuing Lender, any Swingline Lender or any Lender has advised or is advising the Borrower or any Subdsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agents, the Issuing Lenders, the Swingline Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Lenders are arm’s-length commercial transactions between the LendersBorrower and its Subsidiaries, on the one hand, and the Loan PartiesAgents, the Issuing Lenders, the Swingline Lender and the Lenders, on the otherother hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) 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; and (b) (i) the Agents, the Issuing Lenders, the Swingline Lender and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) in connection therewith none of the Agents, the Issuing Lenders, the Swingline Lender and with the process leading thereto, (x) no Lender Lenders has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Subsidiaries with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each the Agents, the Issuing Lenders, the Swingline Lender is acting solely as principal and not as the agent Lenders and their respective Affiliates may be engaged, for their own accounts or fiduciary the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agents, the Issuing Lenders, the Swingline Lender and the Lenders has any Loan Partyobligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, its management, stockholders, creditors or the Borrower hereby waives and releases any other Person. Each Loan Party acknowledges and agrees claims that it has consulted its own legal may have against the Agents, the Issuing Lenders, the Swingline Lender and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Lenders with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiationEach Agent, execution and delivery each Letter of this Agreement and the other Loan Documents; (b) each AgentCredit Issuer, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 13.14, the “Lenders”), ) may have economic interests that conflict with those of the Loan PartiesParent GuarantorsGuarantor, the Borrower and their Subsidiaries, their respective stockholders and/or their affiliatesrespective affiliates (collectively, solely for purposes of this Section 13.14, the “Credit Parties”). Each Loan Credit Party hereby acknowledges and agrees that that: (a) nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Credit Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that ; (b) (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Credit Party, its management, stockholders, creditors or any other Person; and (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Parent GuarantorsGuarantor, the Borrower and the Lenders. Each Loan Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Credit Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Acknowledgments. The Borrower Each Guarantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party and that it has consulted its own accounting, regulatory and tax advisors to the extent it has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, Administrative Agent nor any Bank has any fiduciary or agency relationship with or fiduciary duty to any Guarantor arising out of or in connection with this Agreement or any of the other implied duty between any Lender, on the one handLoan Documents, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGuarantors, on the one hand, and the Loan PartiesAdministrative Agent and the Banks, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading thereto; andtherewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Banks or among the Borrower Guarantor and the LendersBanks. (d) the Administrative Agent and the Banks on the one hand, and the Guarantors, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Guarantors rely on, any fiduciary duty to the Guarantors or their affiliates on the part of the Administrative Agent or the Banks; (e) the Administrative Agent and each Bank has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Guarantors, any of their affiliates or any other Person; (f) None of the Administrative Agent or any of the Banks has any obligation to the Guarantors or their affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by the Administrative Agent or such Bank and the Guarantors or any such affiliate; and (g) the Guarantors are capable of evaluating and understanding, and the Guarantors understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents.

Acknowledgments. The Borrower hereby Each of the parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that: : (ai) it has been advised by counsel in conducted its own independent investigation of the negotiationfinancial condition, execution results of operations, assets, liabilities, properties and delivery projected operations of this Agreement and the other Loan Documents; parties (b) each Agent, each Lender and their Affiliates respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other parties (collectively, solely and their respective Subsidiaries) for purposes of this paragraphconducting such investigation; (ii) the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions contemplated hereby; (iii) the Acquiror and Merger Sub Representations constitute the sole and exclusive representations and warranties of Acquiror and Merger Sub; (iv) except for the Company Representations by the Company, the “Lenders”)Acquiror and Merger Sub Representations by Acquiror and Merger Sub, may have economic interests that conflict with those none of the Loan Partiesparties hereto or any other Person makes, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed has made, any other express or implied representation or warranty with respect to create an advisory, fiduciary any party hereto (or agency relationship any party’s Affiliates) or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents this Agreement and all other representations and warranties of any kind or nature expressed or implied (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory regarding the completeness or fiduciary responsibility accuracy of, or any omission to state or to disclose, any information, including in favor of any Loan Partythe estimates, its stockholders projections or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) forecasts or any other obligation information, document or material provided to or made available to any Loan Party except party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the obligations expressly set forth in the Loan Documents Transactions, including meetings, calls or correspondence with management of any party hereto (or any party’s Subsidiaries), and (y) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any party’s or its Subsidiaries’ assets) are specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or its Subsidiaries); and (v) each Lender party hereto and its respective Affiliates and its and their respective Representatives are not relying on and have not relied on, any representations or warranties in connection with the Transactions or otherwise except the Company Representations by the Company, the Acquiror and Merger Sub Representations by Acquiror and Merger Sub and the other representations expressly made by a Person in the Sponsor Support Agreement, the Company Support Agreements and the Registration Rights Agreement (each of which is acting being made solely as principal by the Person expressly making such representation in the applicable Ancillary Agreement and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or by any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders).

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Administrative Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the LendersSecured Parties. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents to which it is a party and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents to which it is a party; that it has in fact read this Agreement and the other Loan Documents to which it is a party and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement and the other Loan Documents to which it is a party; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents to which it is party; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents to which it is a party; and that it recognizes that certain of the terms of this Agreement and other Loan Documents to which it is a party result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each Grantor agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement or the other Loan Documents to which it is a party on the basis that such Grantor had no notice or knowledge of such provision or that the provision is not “conspicuous”. (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against any other Grantor, the Administrative Agent, the other Secured Parties or any other Person or against any Collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such w aivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree party acknowledges that (i) the transactions contemplated other currently may have, and later may come into possession of, information about Assignor’s Assigned Claims, the Debtors, or the Debtors’ affiliates or the status of the Proceedings that is not known to it and that may be material to a decision to buy or sell the Assignor’s Assigned Claims and all related rights (as appropriate) (the “Excluded Information”), (ii) it has not requested the Excluded Information, and has agreed to proceed with the purchase or sale of the Assignor’s Assigned Claims and all related rights (as appropriate) hereunder without receiving the Excluded Information, and (iii) the other party shall have no liability to it, and each party waives and releases any claims that it might have against the other party or the other party’s Related Persons (as defined in Section 10 below) whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Excluded Information; provided, however, that each party’s Excluded Information shall not and does not affect the truth or accuracy of such party’s representations or warranties in this Agreement. (b) Each party acknowledges that (i) the Purchase Price received herein for the sale of Assignor’s Assigned Claims may differ both in kind and amount from any distributions ultimately made pursuant to any plan of reorganization confirmed by the Loan Documents (including Bankruptcy Court in the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the otherProceedings, and (ii) except as set forth in connection therewith and with the process leading theretothis Agreement, (x) no Lender neither party nor any agent or representative of such party has assumed an advisory or fiduciary responsibility in favor of made any Loan Party, its stockholders or its affiliates with respect representation whatsoever to the transactions contemplated hereby other regarding the status of the Proceedings, the condition of the Debtors (financial or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other mattersotherwise) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors matter relating to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and Proceedings, the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction Debtors or the process leading thereto; andAssignor’s Assigned Claims. (c) no joint venture Assignee acknowledges that (i) Assignee is created hereby aware that C-COR is a member of the Official Committee of Unsecured Creditors in the Proceedings, and therefore that each Assignor may have access to various information not available to the public or to creditors generally, including information which has a direct bearing on the amount and timing of any distributions to be made to creditors, and that despite such Assignor’s knowledge of and access to non-public information, Assignee has knowingly and voluntarily entered into this Agreement; (ii) the Assignors are the holders of numerous claims in the Proceedings, including certain claims set forth on the “Special Schedules of Liabilities” filed by the Debtors in the Proceedings, and nothing herein shall be deemed to constitute an assignment of any Assignor’s rights, claims or interests in the Proceedings, other Loan Documents or otherwise exists by virtue than each Assignor’s Assigned Claims; (iii) the Total Disputed Amount represents a combination of the transactions contemplated hereby among the Lenders or among the Borrower pre-petition interest, and various other discrepancies between Assignors’ and the Lenders.Debtors’ records, which Total Disputed Amount may therefore be subject to challenge and disallowance, in whole or in part; [

Acknowledgments. The Borrower 1.01 Each of the Loan Parties hereby acknowledges and agrees, upon execution and delivery of this Agreement, but subject to the terms of this Agreement, that: (a) it has been advised by counsel The recital of facts set forth in the negotiation, execution and delivery of this Agreement is true and the other Loan Documentscorrect in all material respects; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes As of this paragraphthe Effective Date, the “Lenders”), may have economic interests that conflict with those of amount owed by the Loan Parties, their stockholders and/or their affiliatesParties under the Credit Agreement is (i) $829,125,000.00 in principal amount of Term Loans and (ii) $4,389,152.16 in due and unpaid interest in respect of Term Loans. Each Loan Party further acknowledges, confirms and agrees that nothing such Obligations, together with all other outstanding Obligations owed or owing, pursuant to the terms of the Credit Documents, including interest, fees, expenses, premiums and other charges, are validly and unconditionally owed or owing thereunder, and each Loan Party is jointly and severally obligated with respect thereto. The foregoing amounts do not include other fees, expenses (including professional fees and expenses), and other Obligations and amounts that are chargeable or otherwise reimbursable under the Credit Agreement and the other Credit Documents or that are payable pursuant to this Agreement. As of the Effective Date (as defined below), neither the Borrower nor any other Loan Party has any rights of offset, defenses, claims or counterclaims with respect to the Obligations or any payment obligation under this Agreement, and each Loan Party is jointly and severally obligated with respect thereto, in each case, in accordance with the terms of the applicable Credit Documents and, with respect to payment obligations hereunder, this Agreement; (c) The Specified Default constitutes an Event of Default under the Credit Agreement without the need for any notice to the Loan Parties and has not been cured by the Loan Parties. As a consequence thereof, and subject to and but for the terms of this Agreement, the Supporting Lenders and the Agent are free to exercise the Rights and Remedies without the need for any notice to the Loan Parties; (d) The Loan Parties hereby ratify and affirm the Credit Documents and acknowledge that the Credit Documents are and shall remain unchanged and in full force and effect. The Loan Parties agree that the Credit Documents constitute valid and binding obligations and agreements of Loan Parties enforceable by the Agent and the Lenders and the Agent against Loan Parties in accordance with their respective terms (except for limitations on enforceability under bankruptcy, reorganization, insolvency, and other similar laws affecting creditors’ rights generally and limitations on the availability of the remedy of specific performance imposed by the application of general equitable principles); (e) The Loan Parties hereby ratify and affirm that the Agent has a perfected security interest in the Loan Documents Collateral in accordance with the Credit Documents; (f) The Supporting Lenders have not waived, released, or otherwise will be deemed to create an advisorycompromised, fiduciary do not hereby waive, release, or agency relationship or fiduciary or other implied duty between any Lender, on the one handcompromise, and such Loan Partymay never waive, its stockholders release, or its affiliatescompromise any events, on occurrences, acts, or omissions that may constitute or give rise to any Defaults or Events of Default, including without limitation the otherSpecified Default, that existed or may have existed, exist or may presently exist, or may arise in the future, nor does any Supporting Lender waive any Rights and Remedies, including without limitation, the right to direct the Agent to commence to exercise the remedy of foreclosure as to any property pledged as collateral in connection with the Credit Documents. The Loan Parties acknowledge and agree that the Supporting Lenders have made no representations as to what actions, if any, they will take after the Forbearance Period (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handas defined below), and the Loan Partieseach Supporting Lender hereby specifically reserves any and all rights, on the otherremedies, and claims it has (iiafter giving effect hereto) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby Specified Default and any other Default and/or Event of Default that may occur; (g) The execution, delivery and performance of this Agreement shall not: (i) constitute a novation of the Obligations or an extension, modification, or waiver of any aspect of any of the Credit Documents; (ii) extend the maturity of the Obligations or the exercise due date of rights any payment or remedies performance of any Obligations or other obligations under the other Loan Documents or payable in connection with the Loan Documents; (iii) give rise to any obligation on the part of the Supporting Lenders to extend, modify or waive any term or condition of the Credit Documents; (iv) establish any course of dealing with respect theretoto the Credit Documents; or (v) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation give rise to any Loan Party except defenses or counterclaims to the obligations expressly right of the Supporting Lenders to compel payment of the Obligations or otherwise enforce their rights and remedies set forth in the Loan Documents after the Termination Date (as defined below); (h) The Loan Parties have requested the Supporting Lenders’ forbearance as set forth in this Agreement, which provides benefits to the Loan Parties; (i) The Supporting Lenders’ agreement to forbear in the exercise of their Rights and (y) each Lender is acting Remedies solely as principal to the Specified Default shall not, except as expressly provided herein, invalidate, impair, negate, or otherwise affect the Agent’s or Supporting Lenders’ ability to exercise their Rights and Remedies under the Credit Documents or otherwise; (j) Each Loan Party further acknowledges, confirms and agrees that the Borrower is liable for all fees and expenses of the Agent, including the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) and FTI Consulting, Inc. (“FTI” and collectively with ▇▇▇▇▇ ▇▇▇▇, the “Advisors”), as counsel and financial advisor, respectively, to JPMorgan Chase Bank, N.A., as Agent and lender under the Credit Agreement, pursuant to, and in accordance with, Section 10.04 of the Credit Agreement, that such amounts are validly and unconditionally owed or owing thereunder, that each Credit Party is jointly and severally obligated with respect thereto, and that the Borrower will pay all such amounts in full not as later than ten (10) Business Days after receipt by the agent Borrower of an invoice for any such fees and expenses; (k) For the avoidance of doubt and without limiting the generality of the Credit Documents or fiduciary the terms of this Agreement, to the extent that the Credit Agreement or any other Credit Document prohibits, restricts or limits the use of, or reliance on, any “basket”, exception or carveout, or any other provision, by any of the Loan Parties or any of their respective Subsidiaries at any time when a Default or Event of Default has occurred or is continuing (or requires that no Default or Event of Default shall have occurred or shall be continuing, or otherwise conditions the availability of, or the ability or right of any Loan Party, its management, stockholders, creditors Party or any Subsidiary thereof to rely on or take any action pursuant to, any right, basket, carveout, exception or other Person. Each provision, on no Default or Event of Default having occurred or continuing), then, notwithstanding the forbearance obligations provided herein or anything else in this Agreement, such prohibition, restriction or limitation (and any such condition, as applicable) shall continue to apply during the Forbearance Period and thereafter and at all times when such Default or Event of Default exists or is continuing, and nothing herein shall be construed as permitting the Loan Party acknowledges Parties or any of their respective Subsidiaries to take any action that is not permitted to be taken upon the occurrence and agrees that it has consulted its own legal and financial advisors during the continuance of a Default or Event of Default pursuant to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and terms of the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services Credit Documents, without the written consent of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoRequired Supporting Lenders; and (cl) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue As of the transactions contemplated hereby among the Lenders or among the Borrower and the LendersOctober 11, 2024, all Revolving Credit Commitments were terminated.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, i) neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Agent nor any other Agent or Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Pledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Party, its stockholders Document (irrespective of whether the Agent or any other Agent or Secured Party has advised or is currently advising the Pledgor or its affiliates respective Affiliates on other matters) and neither the Agent or other Agent or Secured Party has any obligation to the Pledgor or its respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (ii) the Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgor and its respective Affiliates, and neither the Agent nor any other Agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal neither the Agent nor any other Agent or Secured Party has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any other Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Document) and agrees that it the Pledgor has consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party The Pledgor agrees that it will not claim that the Agent or any Lender other Agent or Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partythe Pledgor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Agents and any other Secured Party or among the Borrower Pledgor, the Agents and the Lendersany other Secured Party.

Acknowledgments. The Borrower hereby acknowledges that: (a) it Each Party acknowledges that such Party has been advised represented by counsel of such Party’s choice throughout all negotiations that have preceded the execution of this Agreement, and that such Party has executed the same with the advice of such counsel. Each Party and its counsel cooperated and participated in the negotiation, execution drafting and delivery preparation of this Agreement and the other Loan Documents;documents referred to herein, and any and all drafts relating thereto exchanged among the Parties will be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each Party, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation. (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted such Party will cause his, her or its own legal Affiliates, Associates and financial advisors their respective employees and other representatives to comply with the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services terms of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; andthis Agreement. (c) no joint venture is created hereby or by Each Party acknowledges that the other Loan Documents Company has engaged certain third party advisors and incurred fees and expenses in connection with the consent solicitation commenced in relation to the Consent Statement, and that, notwithstanding any change in the composition of the Board or otherwise exists by virtue resulting from this Agreement or such consent solicitation, such fees and expenses remain, until satisfied in full, the obligations of the transactions contemplated hereby among Company. In addition, each Party acknowledges that nothing in this Agreement shall limit or prevent the Lenders or among Consent Participants from seeking reimbursement from the Borrower Company for their fees and expenses in connection with the consent solicitation commenced in relation to the Consent Statement. (d) The Consent Participants acknowledge that they understand their respective obligations under applicable federal and state securities laws, and the LendersParties acknowledge that none of the provisions herein shall in any way limit the activities of the Consent Participants or their Representatives in their respective ordinary course of business as long as such activities do not violate applicable law (including applicable state and federal securities laws and fiduciary duties imposed under applicable law) or the obligations specifically agreed to under this Agreement.

Acknowledgments. The Borrower (a) Each Grantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecured Agreements to which it is a party; (bii) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handSecured Agreements, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Collateral Agent and the other Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Documents Secured Agreements or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the Lenders. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents; and that it recognizes that certain of the terms of this Agreement and the other Loan Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” (c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Credit Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents credit facilities provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification of rights and remedies hereunder and thereunderany Credit Document) are an arm’s-length commercial transactions transaction between the LendersCredit Parties, on the one hand, and the Loan PartiesTerm Agent and the Lenders, on the otherother hand, and the Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, the Term Agent and each Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any Credit Party or any of their respective Affiliates, equity holders, creditors or employees or any other Person; (xiii) no neither the Term Agent nor any Lender has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates Credit Party with respect to the transactions any Transaction contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto thereto, including with respect to any amendment, waiver or other modification of any Credit Document (irrespective of whether the Term Agent or any Lender has advised, advised or is currently advising any of the Credit Parties or will advise any Loan Party, its stockholders or its their respective Affiliates on other matters) and none of the Term Agent or any other Lender has any obligation to any Loan Credit Party or its Affiliates with respect to the Transactions, in each case, except the those obligations expressly set forth in the Loan Documents Credit Documents; (iv) the Credit Parties and their respective Affiliates will not assert any claim based on alleged breach of fiduciary duty; (v) the Term Agent and its Affiliates and each Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and none of the Term Agent or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yvi) each neither the Term Agent nor any Lender is acting solely as principal has provided and not as the agent none will provide any legal, accounting, regulatory or fiduciary tax advice with respect to any Transactions (including any amendment, waiver or other modification of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges Credit Document) and agrees that it the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it is responsible for making its own independent judgment may have against the Term Agent with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoduty; and (c) no joint venture is created hereby or by the other Loan Credit Documents or otherwise exists by virtue of the transactions contemplated hereby Transactions among the Lenders or among the Borrower Borrower, on the one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (aa)(i) it has been advised by counsel in the negotiation, execution arranging and delivery of other services regarding this Agreement provided by the Administrative Agent and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Arrangers are arm’s-length commercial transactions between the LendersBorrower and its Affiliates, on the one hand, and the Loan PartiesAdministrative Agent and the Arrangers, on the otherother hand, (ii) each of the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of 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; (b)(i) each of the Administrative Agent, the Arrangers and the Lenders are and have 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 (ii) in connection therewith and with none of the process leading theretoAdministrative Agent, (x) no Lender the Arrangers or the Lenders has assumed an advisory any obligation to the Borrower or fiduciary responsibility in favor any of any Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (c) 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 or the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates; and (yd) each Lender of the Administrative Agent, the Arrangers and the Lenders (i) is acting solely a full service securities or banking firm engaged in securities trading and brokerage activities as principal well as providing investment banking and not as other financial services, (ii) in the agent ordinary course of business, may provide investment banking and other financial services to, and/or acquire, hold or fiduciary of any Loan Partysell, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted for its own legal accounts and the accounts of customers, equity, debt and other securities and financial advisors to instruments (including bank loans and other obligations) of, the extent it deemed appropriate Borrower and that it is responsible for making its own independent judgment other companies with which the Borrower may have commercial or other relationships and (iii) with respect to such transactions any securities and/or financial instruments so held by the Administrative Agent, the Arrangers and the process leading theretoLenders or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. Each To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby agrees that it will not to assert any claim that the Administrative Agent, any Arranger or any Lender has rendered advisory services of owes it any nature or respectagency, or owes a fiduciary or similar duty to and agrees no such Loan Party, duty is owed in connection with such any aspect of any transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendershereby.

Acknowledgments. The Borrower Debtor hereby acknowledges that: that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; Secured Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Administrative Agent nor any Secured Creditor has any fiduciary relationship with or duty to the Debtor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersDebtor, on the one hand, and the Loan PartiesAdministrative Agent and the Secured Creditors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Creditors or among the Borrower Debtor and the LendersSecured Creditors. Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Loan Documents; that it has in fact read this Agreement, the Security Instruments and the other Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party Company acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making conducted its own independent judgment review and analysis of the business, assets, condition, operations and prospects of Parent and Merger Sub and acknowledges that the Company and its Representatives have been provided with access to the properties, premises and records of Parent for this purpose. In entering into this Agreement, the Company has relied solely upon its own investigation and analysis and the representations and warranties of Parent and Merger Sub set forth in Article IV, and the Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Sub expressly set forth in Article IV, as qualified by the Parent SEC Documents, neither Parent, nor Merger Sub, nor any of their respective Representatives nor any other Person acting on Parent’s or Merger Sub’s behalf makes or has made, and the Company is not relying on and has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Company or any of its Representatives, or otherwise with respect to such transactions Parent, Merger Sub, any of their businesses or the Merger. Without limiting the generality of the foregoing, the Company acknowledges and agrees that neither Parent, nor Merger Sub nor any of their respective Representatives or any other Person has made, and the process leading theretoCompany is not relying on and has not relied on, any representation or warranty to the Company or any of its Representatives with respect to (a) any projections, estimates or budgets for Parent or (b) any materials, documents or information relating to Parent, Merger Sub or their respective businesses made available to the Company or any of its Representatives in any “data room,” online data site, confidential memorandum, other offering materials or otherwise, except, in the case of (a) and (b), as set forth in the representations and warranties set forth in Article IV. (b) Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, assets, condition, operations and prospects of the Company and acknowledges that each of Parent and Merger Sub has been provided with access to the properties, premises and records of the Company for this purpose. Each Loan Party In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its own investigation and analysis and the representations and warranties of the Company set forth in this Agreement or in the Certificates, and each of Parent and Merger Sub acknowledges and agrees that it will not claim that that, except for the representations and warranties of the Company expressly set forth in Article III, the Certificates or the Related Agreements, neither the Company nor any Lender of its Representatives nor any other Person acting on the Company’s behalf makes or has rendered advisory services made, and neither Parent nor Merger Sub is relying on or has relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any nature of the information provided or respectmade available to Parent or either Merger Sub or any of their Representatives, or owes a fiduciary otherwise with respect to the Company, its business or similar duty the Merger. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge and agree that neither the Company nor any of its Representatives or any other Person has made, and neither Parent nor Merger Sub is relying on or has relied on, any representation or warranty to such Loan PartyParent or either Merger Sub or any of their Representatives or any other Person with respect to (a) any projections, estimates or budgets for the Company or (b) any materials, documents or information relating to the Company made available to Parent, Merger Sub or any of their Representatives in any “data room,” online data site, confidential memorandum, other offering materials or otherwise, except, in connection with such transaction the case of (a) and (b), as set forth in the representations and warranties set forth in Article III, the Certificates or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the LendersRelated Agreements.

Acknowledgments. The Borrower Each of US Holdings, TCEH and TCEH Finance hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents Loans provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Loan Document) are an arm’s-length commercial transactions transaction between US Holdings, TCEH, TCEH Finance and the Lendersother Loan Parties, on the one hand, and the Loan PartiesAdministrative Agent, the Lenders and the other Agents on the otherother hand, and US Holdings, TCEH, TCEH Finance and the other Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent and the other Agents is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any of US Holdings, TCEH, TCEH Finance, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (xiii) no Lender neither the Administrative Agent nor any other Agent has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of US Holdings, TCEH, TCEH Finance or any other Loan PartyParty with respect to any of the transactions contemplated hereby or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any other Agent has advised or is currently advising US Holdings, TCEH, TCEH Finance, the other Loan Parties or their respective Affiliates on other matters) and neither the Administrative Agent or any other Agent has any obligation to US Holdings, TCEH, TCEH Finance, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (iv) the Administrative Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of US Holdings, TCEH, TCEH Finance and their respective Affiliates, and neither the Administrative Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principal neither the Administrative Agent nor any other Agent has provided and not as none will provide any legal, accounting, regulatory or tax advice with respect to any of the agent transactions contemplated hereby (including any amendment, waiver or fiduciary other modification hereof or of any other Loan PartyDocument) and each of US Holdings, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges TCEH and agrees that it TCEH Finance has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party of US Holdings, TCEH and TCEH Finance agrees that it will not to claim that the Administrative Agent or any Lender other Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyUS Holdings, TCEH, TCEH Finance or any other Affiliates, in connection with such transaction the transactions contemplated hereby or the process leading theretohereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among US Holdings, TCEH and TCEH Finance, on the Borrower one hand, and any Lender, on the Lendersother hand.

Acknowledgments. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other relationship between each Loan Documents; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderParty, on the one hand, and the Agents, the Lead Arrangers, the Lenders and the Issuing Lenders, on the other hand, will be solely that of obligor and lender, and no fiduciary duty on the part of any of the Agents, the Lead Arrangers, the Lenders or the Issuing Lenders will be deemed to have arisen in connection with any of the transactions contemplated hereby or any communications in connection therewith. The Agents, the Lead Arrangers, the Lenders, the Issuing Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Agents, the Lead Arrangers, the Lenders, the Issuing Lenders and their respective Affiliates have any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Agents, the Lead Arrangers, the Lenders and the Issuing Lenders with respect to any breach or alleged breach of fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party, on behalf of itself and its stockholders or its affiliatesSubsidiaries, on the other. The Loan Parties acknowledge and agree acknowledges that (i) the transactions and the facilities contemplated by the Loan Documents this Agreement (including the exercise of rights and remedies hereunder and thereunderhereunder) are arm’s-length commercial transactions between and that each Agent, Lead Arranger, Lender and Issuing Lender is acting as principal and, except as otherwise expressly agreed in writing by the Lendersrelevant parties, on the one handhas not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor any of any Loan Party, its stockholders or its their respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent person or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersentity.

Acknowledgments. The Borrower Grantors hereby acknowledges acknowledge that: (a) it has They have been advised by their own legal counsel in the negotiation, preparation, execution and delivery of this Agreement Deed of Trust and the other Loan DocumentsPledge Agreement; (b) each Agentthis Deed of Trust and the Pledge Agreement shall not be construed against any party or more favorably in favor of any party based upon which party drafted the same, each Lender it being agreed and their Affiliates (collectively, solely for purposes acknowledged that all parties contributed substantially to the negotiation and preparation of this paragraphDeed of Trust and the Pledge Agreement; (c) the Beneficiary has no fiduciary relationship with or duty to Grantors or any Related Party arising out of or in connection with this Deed of Trust or any other agreement, arrangement, Instrument or investment, and the “Lenders”)relationship between the Beneficiary and the Grantors and any Related Party in connection herewith is solely that of debtor and creditor; (d) No joint venture, may have economic interests that conflict with those of the Loan Partiespartnership, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisorymining partnership, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handduty, and such Loan Partyno joint venture, its stockholders or its affiliatespartnership, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lendersmining partnership, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory agency relationship or fiduciary responsibility in favor of any Loan Partyduty exists, its stockholders or its affiliates with respect shall be deemed to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advisedexist, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) between Beneficiary and Grantors or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents Related Party; (e) Beneficiary is and (y) each Lender is has been acting solely as principal a principal, and Beneficiary has not been, is not, and will not be, acting as the an advisor, agent or fiduciary of any Loan Party, its management, stockholders, creditors for Grantors or any other Person. Each Loan Related Party; (f) Beneficiary may be engaged in a broad range of transactions that involve interests that differ from those of Grantors, any Related Party acknowledges and agrees that it their affiliates, and Beneficiary has consulted its own legal and financial advisors no obligation to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect disclose any such interests to such transactions and the process leading thereto. Each Loan Grantors, any Related Party agrees that it or their affiliates; and (g) no Related Party will not claim that any Lender the Beneficiary has rendered advisory services of any nature or respectwith respect to, or owes a fiduciary or similar duty to such Loan Partyto, any Related Party in connection with such transaction this Deed of Trust, the Pledge Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lendersotherwise.

Acknowledgments. The Borrower hereby Each of the parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that: : (ai) it has been advised by counsel in conducted its own independent investigation of the negotiationfinancial condition, execution results of operations, assets, liabilities, properties and delivery projected operations of this Agreement and the other Loan Documents; parties (b) each Agent, each Lender and their Affiliates respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other parties (collectively, solely and their respective Subsidiaries) for purposes of this paragraphconducting such investigation; (ii) the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions contemplated hereby; (iii) the CBAH, First Merger Sub and Second Merger Sub Representations constitute the sole and exclusive representations and warranties of CBAH, First Merger Sub and Second Merger Sub; (iv) except for the Company Representations by the Company, the “Lenders”)CBAH, may have economic interests that conflict with those First Merger Sub and Second Merger Sub Representations by CBAH, First Merger Sub and Second Merger Sub, none of the Loan Partiesparties hereto or any other Person makes, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed has made, any other express or implied representation or warranty with respect to create an advisory, fiduciary any party hereto (or agency relationship any party’s Affiliates) or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents this Agreement and all other representations and warranties of any kind or nature expressed or implied (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory regarding the completeness or fiduciary responsibility accuracy of, or any omission to state or to disclose, any information, including in favor of any Loan Partythe estimates, its stockholders projections or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) forecasts or any other obligation information, document or material provided to or made available to any Loan Party except party hereto or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the obligations expressly set forth in the Loan Documents Transactions, including meetings, calls or correspondence with management of any party hereto (or any party’s Subsidiaries), and (y) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any party’s or its Subsidiaries’ assets) are specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or its Subsidiaries); and (v) each Lender party hereto and its respective Affiliates and its and their respective Representatives are not relying on and have not relied on, any representations or warranties in connection with the Transactions or otherwise except the Company Representations by the Company, the CBAH, First Merger Sub and Second Merger Sub Representations by CBAH, First Merger Sub and Second Merger Sub and the other representations expressly made by a Person in the Sponsor Agreement, the Support Agreement and the Investor Rights Agreement (each of which is acting being made solely as principal by the Person expressly making such representation in the applicable Ancillary Agreement and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or by any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders).

Acknowledgments. The Borrower Each Grantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsNote Documents to which it is a party; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes neither the Trustee nor any Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handNote Documents, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGrantors, on the one hand, and the Loan Trustee and Secured Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Note Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Secured Parties or among the Borrower Grantors and the LendersSecured Parties. (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Note Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Note Documents; that it has in fact read this Agreement, the Security Instruments and the other Note Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Acknowledgments. The Borrower (a) Each Guarantor hereby acknowledges that: (ai) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsDocuments to which it is a party; (bii) each Agent, each neither the Administrative Agent nor any other Lender and their Affiliates (collectively, solely for purposes has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this paragraph, the “Lenders”), may have economic interests that conflict with those Agreement or any of the other Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one handDocuments, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions relationship between the LendersGuarantors, on the one hand, and the Loan PartiesAdministrative Agent and the other Lenders, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Partyhand, in connection with such transaction herewith or the process leading theretotherewith is solely that of debtor and creditor; and (ciii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower Guarantors and the Lenders. (b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents to which it is a party and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents to which it is a party; that it has in fact read this Agreement and the other Loan Documents to which it is a party and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement and the other Loan Documents to which it is a party; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents to which it is party; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents to which it is a party; and that it recognizes that certain of the terms of this Agreement and other Loan Documents to which it is a party result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each Guarantor agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement or the other Loan Documents to which it is a party on the basis that such Guarantor had no notice or knowledge of such provision or that the provision is not “conspicuous”. (c) Each Guarantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Guarantor otherwise may have against any other Guarantor, the Administrative Agent, the other Lenders or any other Person. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the maximum extent permitted by law.

Acknowledgments. The Borrower Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan DocumentsSecured Debt Documents to which it is a party; (bi) each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, neither the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Collateral Agent nor any other agent or Secured Party agrees that nothing in the Loan Documents has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan PartyPledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, its stockholders including with respect to any amendment, waiver or its affiliates other modification hereof or of any other Secured Debt Document (irrespective of whether the Collateral Agent or any other agent or Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Collateral Agent or other agent or Secured Party has any obligation to any of the Pledgors or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Secured Debt Documents; (ii) the Collateral Agent and its Affiliates, each other agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Pledgors and their respective Affiliates, and neither the Collateral Agent nor any other agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiii) each Lender is acting solely as principal and not as neither the Collateral Agent nor any other agent or fiduciary Secured Party has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any Loan Partyother Secured Debt Document) and the Pledgors have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Each Loan Party acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they have deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. Each Loan Party Pledgor agrees that it will not claim that the Collateral Agent or any Lender other agent or Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan PartyPledgor, in connection with such transaction the transactions contemplated in this Agreement or the process leading thereto; and (c) no joint venture is created hereby or by the other Loan Secured Debt Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders Lenders, any agent and any other Secured Party or among the Borrower Pledgors and the Lenders, any agents and any other Secured Party.

Acknowledgments. The Borrower 1.01 Each of the Loan Parties hereby acknowledges and agrees, upon execution and delivery of this Agreement, but subject to the terms of this Agreement, that: (a) it has been advised by counsel The recital of facts set forth in the negotiation, execution and delivery of this Agreement is true and the other Loan Documentscorrect in all material respects; (b) each Agent, each Lender and their Affiliates (collectively, solely for purposes As of this paragraphthe Effective Date, the “Lenders”), may have economic interests that conflict with those of amount owed by the Loan Parties, their stockholders and/or their affiliatesParties under the Credit Agreement is (i) $829,125,000.00 in principal amount of Term Loans and (ii) $4,802,568.38 in due and unpaid interest in respect of Term Loans. Each Loan Party further acknowledges, confirms and agrees that nothing such Obligations, together with all other outstanding Obligations owed or owing, pursuant to the terms of the Credit Documents, including interest, fees, expenses, premiums and other charges, are validly and unconditionally owed or owing thereunder, and each Loan Party is jointly and severally obligated with respect thereto. The foregoing amounts do not include other fees, expenses (including professional fees and expenses), and other Obligations and amounts that are chargeable or otherwise reimbursable under the Credit Agreement and the other Credit Documents or that are payable pursuant to this Agreement. As of the Effective Date (as defined below), neither the Borrower nor any other Loan Party has any rights of offset, defenses, claims or counterclaims with respect to the Obligations or any payment obligation under this Agreement, and each Loan Party is jointly and severally obligated with respect thereto, in each case, in accordance with the terms of the applicable Credit Documents and, with respect to payment obligations hereunder, this Agreement; (c) The Specified Default constitutes an Event of Default under the Credit Agreement without the need for any notice to the Loan Parties and has not been cured by the Loan Parties. As a consequence thereof, and subject to and but for the terms of this Agreement, the Supporting Lenders and the Agent are free to exercise the Rights and Remedies without the need for any notice to the Loan Parties; (d) The Loan Parties hereby ratify and affirm the Credit Documents and acknowledge that the Credit Documents are and shall remain unchanged and in full force and effect. The Loan Parties agree that the Credit Documents constitute valid and binding obligations and agreements of Loan Parties enforceable by the Agent and the Lenders and the Agent against Loan Parties in accordance with their respective terms (except for limitations on enforceability under bankruptcy, reorganization, insolvency, and other similar laws affecting creditors’ rights generally and limitations on the availability of the remedy of specific performance imposed by the application of general equitable principles); (e) The Loan Parties hereby ratify and affirm that the Agent has a perfected security interest in the Loan Documents Collateral in accordance with the Credit Documents; (f) The Supporting Lenders have not waived, released, or otherwise will be deemed to create an advisorycompromised, fiduciary do not hereby waive, release, or agency relationship or fiduciary or other implied duty between any Lender, on the one handcompromise, and such Loan Partymay never waive, its stockholders release, or its affiliatescompromise any events, on occurrences, acts, or omissions that may constitute or give rise to any Defaults or Events of Default, including without limitation the otherSpecified Default, that existed or may have existed, exist or may presently exist, or may arise in the future, nor does any Supporting Lender waive any Rights and Remedies, including without limitation, the right to direct the Agent to commence to exercise the remedy of foreclosure as to any property pledged as collateral in connection with the Credit Documents. The Loan Parties acknowledge and agree that the Supporting Lenders have made no representations as to what actions, if any, they will take after the Forbearance Period (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handas defined below), and the Loan Partieseach Supporting Lender hereby specifically reserves any and all rights, on the otherremedies, and claims it has (iiafter giving effect hereto) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby Specified Default and any other Default and/or Event of Default that may occur; (g) The execution, delivery and performance of this Agreement shall not: (i) constitute a novation of the Obligations or an extension, modification, or waiver of any aspect of any of the Credit Documents; (ii) extend the maturity of the Obligations or the exercise due date of rights any payment or remedies performance of any Obligations or other obligations under the other Loan Documents or payable in connection with the Loan Documents; (iii) give rise to any obligation on the part of the Supporting Lenders to extend, modify or waive any term or condition of the Credit Documents; (iv) establish any course of dealing with respect theretoto the Credit Documents; or (v) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation give rise to any Loan Party except defenses or counterclaims to the obligations expressly right of the Supporting Lenders to compel payment of the Obligations or otherwise enforce their rights and remedies set forth in the Loan Documents after the Termination Date (as defined below); (h) The Loan Parties have requested the Supporting Lenders’ forbearance as set forth in this Agreement, which provides benefits to the Loan Parties; (i) The Supporting Lenders’ agreement to forbear in the exercise of their Rights and (y) each Lender is acting Remedies solely as principal to the Specified Default shall not, except as expressly provided herein, invalidate, impair, negate, or otherwise affect the Agent’s or Supporting Lenders’ ability to exercise their Rights and Remedies under the Credit Documents or otherwise; (j) Each Loan Party further acknowledges, confirms and agrees that the Borrower is liable for all fees and expenses of the Agent, including the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”) and FTI Consulting, Inc. (“FTI” and collectively with ▇▇▇▇▇ ▇▇▇▇, the “Advisors”), as counsel and financial advisor, respectively, to JPMorgan Chase Bank, N.A., as Agent and lender under the Credit Agreement, pursuant to, and in accordance with, Section 10.04 of the Credit Agreement, that such amounts are validly and unconditionally owed or owing thereunder, that each Credit Party is jointly and severally obligated with respect thereto, and that the Borrower will pay all such amounts in full not as later than ten (10) Business Days after receipt by the agent Borrower of an invoice for any such fees and expenses; (k) For the avoidance of doubt and without limiting the generality of the Credit Documents or fiduciary the terms of this Agreement, to the extent that the Credit Agreement or any other Credit Document prohibits, restricts or limits the use of, or reliance on, any “basket”, exception or carveout, or any other provision, by any of the Loan Parties or any of their respective Subsidiaries at any time when a Default or Event of Default has occurred or is continuing (or requires that no Default or Event of Default shall have occurred or shall be continuing, or otherwise conditions the availability of, or the ability or right of any Loan Party, its management, stockholders, creditors Party or any Subsidiary thereof to rely on or take any action pursuant to, any right, basket, carveout, exception or other Person. Each provision, on no Default or Event of Default having occurred or continuing), then, notwithstanding the forbearance obligations provided herein or anything else in this Agreement, such prohibition, restriction or limitation (and any such condition, as applicable) shall continue to apply during the Forbearance Period and thereafter and at all times when such Default or Event of Default exists or is continuing, and nothing herein shall be construed as permitting the Loan Party acknowledges Parties or any of their respective Subsidiaries to take any action that is not permitted to be taken upon the occurrence and agrees that it has consulted its own legal and financial advisors during the continuance of a Default or Event of Default pursuant to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and terms of the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services Credit Documents, without the written consent of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading theretoRequired Supporting Lenders; and (cl) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue As of the transactions contemplated hereby among the Lenders or among the Borrower and the LendersOctober 11, 2024, all Revolving Credit Commitments were terminated.