Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. 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 Transaction Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or the Lenders, on the other 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 Transaction Documents; and (b) (i) the Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Documents; and (iii) the Agent 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 Borrower and its Affiliates, and none of the Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby this Agreement or any promissory note delivered hereunder (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Documenthereof), the Borrower Company acknowledges and agrees, and acknowledges its Affiliatessubsidiaries’ understanding, that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Agents, the Banks and the Lender Arrangers are arm’s-length commercial transactions between the Borrower Company and its Affiliates, on the one hand, and the Agent or Agents, the LendersBanks and the Arrangers, on the other hand, (iiiB) the Borrower Company has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower Company is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Documentshereby; and (bii) (iA) the Agent Agents, the Banks and the Arrangers each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Company or any of its Affiliates, or any other Person; Person and (iiB) none of the Agent or the Lenders neither any Agent, any Bank nor any Arranger has any obligation to the Borrower Company or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Documentsherein; and (iii) the Agent Agents, the Banks and the Lenders Arrangers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Company and its Affiliates, and none of the Agent and the Lenders neither any Agent, any Bank nor any Arranger has any obligation to disclose any of such interests to the Borrower Company or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower Company hereby waives and releases any claims that it may have against any of the Agent and the Lenders Agent, any Bank or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty (except for any agency or fiduciary duty obligations expressly agreed in writing by the relevant parties) in connection with this Agreement or any aspect of any transaction contemplated herebypromissory note delivered hereunder.

No Advisory or Fiduciary Responsibility. 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 Transaction DocumentRelated Document or any syndication of the credit facility provided hereunder), the Borrower Applicant acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lender are arm’s-length commercial transactions between the Borrower Applicant and its Affiliates, on the one hand, and the Administrative Agent or the Lendersand its Affiliates, on the other hand, (iiiB) the Borrower it has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Related Documents; and (bii) (iA) the Administrative Agent and the Applicant each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any other party hereto, any Affiliates of its Affiliatesany other party hereto, or any other Person; Person and (iiB) none of the Administrative Agent or the Lenders Applicant has any obligation to the Borrower each other or any of its to their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Related Documents; and (iii) the Administrative Agent and the Lenders and their respective its Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Applicant and its Affiliates, and none of the Administrative Agent and the Lenders has any no obligation to disclose any of such interests to the Borrower Applicant or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower Administrative Agent and the Applicant hereby waives waive and releases release any claims that it they may have against any of the Agent and the Lenders each other with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each of the Administrative Agent and the Banks acknowledge and agree that it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.

No Advisory or Fiduciary Responsibility. 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 Transaction Document), the The Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower or any of its Affiliates, on the one hand, and the Agent Administrative Agent, any other Agent, any Lead Arranger, any Global Coordinator, any Issuing Bank, the Swingline Lender or any Lender Bank, on the other hand, is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documentsthis Agreement, irrespective of whether the Agent or any Lender such Person has advised or is advising the Borrower or any of its Affiliates on other matters, (iib) each of the services regarding this Agreement provided by Administrative Agent, the Agent other Agents, the Lead Arrangers, the Global Coordinators, the Issuing Banks, the Swingline Lender and the Lender are arm’s-length commercial transactions between Banks, on the one hand, and the Borrower and its Affiliates, on the one hand, and the Agent or the Lenders, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Borrower and its Affiliates rely on, any fiduciary duty to them on the part of the Administrative Agent, any other Agent, any Lead Arranger, any Global Coordinator, any Issuing Bank, the Swingline Lender or any Bank, (iiic) the Borrower has consulted and its own legalAffiliates are capable of evaluating and understanding, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) each of the Borrower is capable of evaluating, and its Affiliates understands and accepts, the terms, risks and conditions of the transactions contemplated hereby by this Agreement and by the other Transaction Loan Documents; , (d) the Borrower and its Affiliates have been advised that the Administrative Agent, the other Agents, the Lead Arrangers, the Global Coordinators, the Issuing Banks, the Swingline Lender and the Banks are engaged in a broad range of transactions that may involve interests that differ from the interests of the Borrower and its Affiliates and no such Person has any obligation to disclose such interests and transactions to the Borrower or any of its Affiliates, (e) the Borrower and its Affiliates have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (bf) (i) each of the Agent Administrative Agent, the other Agents, the Lead Arrangers, the Global Coordinators, the Issuing Banks, the Swingline Lender and each Lender is the Banks has been, is, and has been 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 or any of its Affiliates, Affiliates or any other Person; (ii) none Person or entity in respect of the Agent or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Documents; and (iii) the Agent 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 Borrower and its Affiliates, and none of the Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebythis Agreement.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) agrees that (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers, are arm’s-length commercial transactions between the Borrower Loan Parties and its Affiliatestheir respective Subsidiaries, on the one hand, and the Agent or Agents and the LendersArrangers, on the other hand, (iiiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower each of Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the each Agent and each Lender Arranger 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 Loan Parties or any of its Affiliatestheir respective Subsidiaries, or any other Person; Person and (iiB) none of the neither any Agent or the Lenders nor any Arranger has any obligation to the Borrower Loan Parties or any of its Affiliates their respective Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Agents, the Lenders Arrangers and their respective Affiliates Subsidiaries may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its Affiliatestheir respective Subsidiaries, and none of the neither any Agent and the Lenders nor any Arranger has any obligation to disclose any of such interests to the Borrower Loan Parties or its Affiliatesany of their respective Subsidiaries. To the fullest extent permitted by applicable Lawlaw, each of the Borrower Loan Parties hereby waives and releases any claims that it may have against any of the Agent Agents and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (ai) (iA) no fiduciary, advisory or agency relationship between any of the Borrower Borrower, Holdings and the their respective Subsidiaries and any Agent or any Lender Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the any Agent or any Lender Arranger has advised or is advising any of the Borrower Borrower, Holdings and their respective Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its Affiliatestheir respective Subsidiaries, on the one hand, and the Agent or Agents and the LendersArrangers, on the other hand, (iiiC) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivD) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent Agents and the Arrangers each Lender is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, Holdings or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the neither any Agent or the Lenders nor any Arranger has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents and the Lenders Arrangers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of the neither any Agent and the Lenders nor any Arranger has any obligation to disclose any of such interests and transactions to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower and Holdings hereby waives and releases any claims that it may have against any of the Agent Agents and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: that (a) (i) no fiduciary, advisory or agency relationship between the such Borrower and its Subsidiaries and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent or any Lender has advised or is advising the such Borrower or any Subsidiary on other mattersmatters and irrespective of any Equity Interest of such Borrower held by the Lender (if any), (iib) the services regarding this Agreement provided by the Agent and the Lender are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Agent or the LendersLender, on the other hand, (iiic) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and appropriate, (ivd) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and , (b) (ie) the Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent or the Lenders has any no obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; , and (iiif) the Agent Lender and the Lenders and their respective its 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 such Borrower and its Affiliates, and none of the Agent and the Lenders Lender has any no obligation to disclose any of such interests to the such Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the each Borrower hereby waives and releases any claims that it may have against any of the Agent and the Lenders Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower any Credit Party and any of their respective Subsidiaries and the Administrative Agent, the Collateral Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent Administrative Agent, the Collateral Agent, or any Lender has advised or is advising the Borrower any Credit Party or any of their respective Subsidiaries on other matters, (ii) the lending and other services regarding this Agreement provided by the Administrative Agent, the Collateral Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower Credit Parties and its their Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent or and the Lenders, on the other hand, (iii) the Borrower has Credit Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it they has deemed appropriate and (iv) the Borrower is Credit Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Administrative Agent, the Collateral Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Credit Parties or any of its their respective Affiliates, or any other Person; (ii) none of the Administrative Agent, the Collateral Agent or and the Lenders has any obligation to the Borrower Credit Parties or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent, the Collateral Agent 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 Borrower Credit Parties and its their respective Affiliates, and none of the Administrative Agent, the Collateral Agent and the Lenders has any obligation to disclose any of such interests to the Borrower Credit Parties or its any of their respective Affiliates. To the fullest extent permitted by applicable Law, the Borrower Credit Parties hereby waives waive and releases release any claims that it they may have against any of the Administrative Agent, the Collateral Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges acknowledge and agrees, and acknowledges its Affiliates’ understanding, that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Agents and the LendersLead Arrangers, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent each Agent, each Lender and each Lender Lead Arranger 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; Person and (iiB) none of neither the Agent Agents, nor any Lender or the Lenders any Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent each Agent, each Lender and the Lenders Lead Arrangers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Agent and the Lenders Agents nor any Lead Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, each Lender and the Lenders each Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of Ultimate Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower Group Members and the any Agent or any other Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the any Agent or any other Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender other Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Agents and the other Lenders, on the other 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 Transaction Loan Documents; and (b) (i) the Agent Agents and the other Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person; (ii) none of the Agent or Agents and the other Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents and the other 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 Borrower and its Affiliates, and none of the Agent Agents and the other Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents and the other Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower any Credit Party and any of their respective Subsidiaries and the Administrative Agent, the Collateral Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Administrative Agent, the Collateral Agent or any Lender has advised or is advising the Borrower any Credit Party or any of their respective Subsidiaries on other matters, (ii) the lending and other services regarding this Agreement provided by the Administrative Agent, the Collateral Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower Credit Parties and its their Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent or and the Lenders, on the other hand, (iii) the Borrower has Credit Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it they has deemed appropriate and (iv) the Borrower is Credit Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Administrative Agent, the Collateral Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Credit Parties or any of its their respective Affiliates, or any other Person; (ii) none of the Administrative Agent, the Collateral Agent or and the Lenders has any obligation to the Borrower Credit Parties or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent, the Collateral Agent 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 Borrower Credit Parties and its their respective Affiliates, and none of the Administrative Agent, the Collateral Agent and the Lenders has any obligation to disclose any of such interests to the Borrower Credit Parties or its any of their respective Affiliates. To the fullest extent permitted by applicable Law, the Borrower Credit Parties hereby waives waive and releases release any claims that it they may have against any of the Administrative Agent, the Collateral Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lender Bookrunners are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent or and the LendersBookrunners, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) each of the Agent Administrative Agent, the Bookrunners and each Lender the Lenders 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; , (iiB) irrespective of whether any Lender, any Bookrunner, the Administrative Agent or any of their Affiliates has advised or is advising the Borrower on other matters, the Borrower shall not claim any such fiduciary, advisory or agency relationship or services and the Borrower acknowledges that none of the Agent Administrative Agent, any Lender, any Bookrunner or the Lenders has any obligation of their Affiliates owes a fiduciary or similar duty to the Borrower in connection with the Transactions or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Documentsprocess leading thereto and; and (iii) the Agent Administrative Agent, the Lenders and the Lenders Bookrunners and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the no Agent and the Lenders nor any Bookrunner or Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the Arrangers, co-documentation agents and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent or and the LendersArrangers, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent Administrative Agent, the Arrangers, co-documentation agents and Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person; Person and (iiB) none of neither the Agent or Administrative Agent, the Arrangers, co-documentation agents nor Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Documents; Loan Documents and (iii) the Agent Administrative Agent, the Arrangers, co-documentation agents and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Agent and Administrative Agent, the Arrangers, co-documentation agents nor Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent and Administrative Agent, the Arrangers, co-documentation agents and/or the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendmentThe Company and the Operating Partnership acknowledge and agree, waiver or other modification hereof or of any other Transaction Document), the Borrower acknowledges jointly and agrees, and acknowledges its Affiliates’ understandingseverally, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower purchase and the Agent or any Lender is intended to be or has been created in respect sale of the transactions contemplated hereby or by Securities pursuant to this Agreement, including the other Transaction Documentsdetermination of the public offering price of the Securities and any related discounts and commissions, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower Company and its Affiliatesthe Operating Partnership, on the one hand, and the Agent or the Lendersseveral Underwriters, on the other hand, (iii) and the Borrower has consulted its own legal, accounting, regulatory Company and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is Operating Partnership are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and by the other Transaction Documents; and (b) (i) the Agent and process leading to such transaction each Lender Underwriter is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary for of the Borrower Company, the Operating Partnership or any of its Affiliatestheir respective affiliates, stockholders, creditors, limited or general partners, or employees or any other Personparty; (iiiii) none no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Agent Company or the Lenders Operating Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Operating Partnership on other matters) and no Underwriter has any obligation to the Borrower Company or any of its Affiliates the Operating Partnership with respect to the transactions offering contemplated hereby except those the obligations expressly set forth herein and in the other Transaction Documentsthis Agreement; and (iiiiv) the Agent and the Lenders several Underwriters and their respective Affiliates affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agent Company and the Lenders has any Operating Partnership and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Borrower offering contemplated hereby and the Company and the Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or its Affiliatesoral) between the Company, the Operating Partnership and the several Underwriters, or any of them, with respect to the subject matter hereof. To The Company and the Operating Partnership hereby waive and release, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it the Company and the Operating Partnership may have against any of the Agent and the Lenders several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby by this Agreement, Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent or the and Lenders, on the other 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, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification hereof or thereof); and (bii) (i) in connection with the process leading to such transaction, Administrative Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (iiiii) none neither Administrative Agent nor any Lender has assumed nor will assume an advisory, agency or fiduciary responsibility in favor of Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether Administrative Agent or the Lenders any Lender has advised or is currently advising Borrower or any of its Affiliates on other matters) and neither Administrative Agent nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Agent and the Administrative Agent, Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none neither Administrative Agent, nor any Lender, nor any of the Agent and the Lenders their respective Affiliates, has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) neither Administrative Agent nor any Lender 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 other Loan Document) and Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Borrower or its Affiliates. To hereby waives and releases, to the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against Administrative Agent or any of the Agent and the Lenders Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ and Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Agent Administrative Agent, the L/C Issuer, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent Administrative Agent, the L/C Issuer, or any Lender has advised or is advising the Borrower or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the L/C Issuer, and the Lender Lenders are arm’s-length commercial transactions between the Borrower Borrower, its Subsidiaries and its their Affiliates, on the one hand, and the Agent or Administrative Agent, the L/C Issuer, and the Lenders, on the other hand, (iii) the Borrower has and its Subsidiaries have consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is and its Subsidiaries are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Agent Administrative Agent, the L/C Issuer, and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, its Subsidiaries or any of its their Affiliates, or any other Person; (ii) none of the Agent or Administrative Agent, the L/C Issuer, and the Lenders has any obligation to the Borrower Borrower, its Subsidiaries or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Administrative Agent, the L/C Issuer, 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 Borrower Borrower, any Subsidiary and its their Affiliates, and none of the Agent Administrative Agent, the L/C Issuer, and the Lenders has any obligation to disclose any of such interests to the Borrower Borrower, any Subsidiary or its their Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower Borrower, on behalf of itself and its Subsidiaries, hereby waives and releases any claims that it may have against any of the Agent Administrative Agent, the L/C Issuer, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (ai) (iA) no fiduciary, advisory or agency relationship between any of the Borrower Borrower, Holdings and the Agent their respective Subsidiaries and any Agent, any Arranger, any L/C Issuer or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the Agent any Agent, any Arranger, any L/C Issuer or any Lender has advised or is advising any of the Borrower Borrower, Holdings and their respective Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents, the Arrangers, the L/C Issuers and the Lender Lenders are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its Affiliatestheir respective Subsidiaries, on the one hand, and the Agent or Agents, the Arrangers, the L/C Issuers and the Lenders, on the other hand, (iiiC) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivD) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent Agents, the Arrangers, the L/C Issuers and the Lenders each Lender is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, Holdings or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the Agent or Agents, the Arrangers, the L/C Issuers and the Lenders has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Agents, the Arrangers, the L/C Issuers, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of the Agent and Agents, the Arrangers, the L/C Issuers, the Lenders or any of their respective Affiliates has any obligation to disclose any of such interests and transactions to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower and Holdings hereby waives and releases any claims that it may have against any of the Agent Agents, the Arrangers, the L/C Issuers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction the Transactions contemplated hereby hereby, the Borrowers acknowledge and agree that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower Borrowers, the other Loan Parties and its their respective Affiliates, on the one hand, and the Agent or Agents, the Arrangers and the Lenders, on the other hand, (iii) and the Borrower has consulted its own legal, accounting, regulatory Borrowers and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is other Loan Parties are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification hereof or thereof); and (bii) (i) in connection with the Agent process leading to such transaction, each Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower Borrowers, any Loan Party or any of its their respective Affiliates, stockholders, creditors or employees or any other Personperson; (iiiii) none of the Agent Agents, any Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrowers or any other Loan Party with respect to any of the transactions contemplated hereby or the Lenders process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent, any Arranger or any Lender has advised or is currently advising the Borrowers or any other Loan Party or their respective Affiliates on other matters) and none of the Agents, any Arranger or any Lender has any obligation to the Borrower or any of its the Borrowers, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Agent and Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its the other Loan Parties and their respective Affiliates, and none of the Agent and the Lenders Agents, any Arranger or any Lender has any obligation to disclose any of such interests to by virtue of any advisory, agency or fiduciary relationship; and (v) the Borrower or its Affiliates. To the fullest extent permitted by applicable LawAgents, the Borrower hereby waives and releases any claims that it may have against any of the Agent Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any breach of the transactions contemplated hereby (including any amendment, waiver or alleged breach other modification hereof or of agency any other Loan Document) and the Borrowers and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Each Borrower hereby agrees that it will not claim that any of the Agents, the Arrangers, the Lenders or their respective affiliates has rendered advisory services of any nature or respect or owes any fiduciary duty to it in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the Arrangers, co-documentation agents and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent or and the LendersArrangers, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent Administrative Agent, the Arrangers, co-documentation agents and Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person; Person and (iiB) none of neither the Administrative Agent or nor the Arrangers, co-documentation agents and Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Documents; Loan Documents and (iii) the Agent Administrative Agent, the Arrangers, co-documentation agents and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent nor the Arrangers, co-documentation agents and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Administrative Agent, the Arrangers, co-documentation agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Placement Agent, the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent Placement Agent, the Agent, or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Placement Agent, the Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Placement Agent, the Agent or and the Lenders, on the other 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 Transaction Loan Documents; and (b) (i) the Placement Agent, the Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Placement Agent, the Agent or and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Placement Agent, the Agent 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 Borrower and its Affiliates, and none of the Placement Agent, the Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Placement Agent, the Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between any of the Borrower Borrower, Holdings and the their respective Subsidiaries and any Agent or any Lender Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the any Agent or any Lender Arranger has advised or is advising any of the Borrower Borrower, Holdings and their respective Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its Affiliatestheir respective Subsidiaries, on the one hand, and the Agent or Agents and the LendersArrangers, on the other hand, (iii) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (iv) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Agent Agents and the Arrangers each Lender is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, Holdings or any of its their respective Affiliates, or any other Person; Person and (ii) none of the neither any Agent or the Lenders nor any Arranger has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiic) the Agent Agents and the Lenders Arrangers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of the neither any Agent and the Lenders nor any Arranger has any obligation to disclose any of such interests and transactions to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower and Holdings hereby waives and releases any claims that it may have against any of the Agent Agents and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, Holdings acknowledge and acknowledges its Affiliates’ understanding, agree that: (ai) (iA) no fiduciary, advisory or agency relationship between the Borrower any of Holdings and the its Subsidiaries and any Agent or any Lender Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the any Agent or any Lender Arranger has advised or is advising the Borrower Holdings and its Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers are arm’s-length commercial transactions between the Borrower Holdings and its AffiliatesSubsidiaries, on the one hand, and the Agent or Agents and the LendersArrangers, on the other hand, (iiiC) the Borrower has and Holdings have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivD) the Borrower is and Holdings are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the each Agent and each Lender Arranger is and has been acting solely as a principal and, except as may otherwise be 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 or the Borrower or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the neither any Agent or the Lenders nor any Arranger has any obligation to the Borrower Holdings or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents and the Lenders Arrangers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and its their respective Affiliates, and none of the neither any Agent and the Lenders nor any Arranger has any obligation to disclose any of such interests and transactions to Holdings, the Borrower or its their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower and Holdings hereby waives and releases any claims that it may have against any of the Agent Agents, the Arrangers, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of Holdings and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower Group Members and the any Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the any Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Agents and the Lenders, on the other 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 Transaction Loan Documents; and (b) (i) each of the Agent Agents and each Lender the Lenders 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, Affiliates or any other Person; (ii) none of the Agent or Agents and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent 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 Borrower and its Affiliates, and none of the Agent Agents and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Requirements of Law, each of Holdings and the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower acknowledges and agrees that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent or and the LendersArrangers, on the other 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, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification hereof or thereof); and (bii) (i) in connection with the process leading to such transaction, the Administrative Agent and the Arrangers each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (iiiii) none neither the Administrative Agent nor any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Arranger has advised or is currently advising the Lenders Borrower or its Affiliates on other matters) and neither the Administrative Agent nor any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Administrative Agent and the Lenders each Arranger and their its respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent and the Lenders nor any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) neither the Administrative Agent nor any Arranger has provided and will not 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 other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower or its Affiliates. To hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges Borrowers and agreesHoldings acknowledge and agree, and acknowledges each of them acknowledge its Subsidiaries’ understanding and acknowledge and agree that it has informed their other Affiliates’ understanding, that: (ai) (iA) no Secured Party will have any obligations except those obligations expressly set forth herein and no fiduciary, advisory or agency relationship between the Borrower any of Holdings and the its Subsidiaries and any Agent or any Lender Arranger (or their respective Affiliates) is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the any Agent or any Lender Arranger (or their respective Affiliates) has advised or is advising the Borrower Holdings and its Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers (or their respective Affiliates) are arm’s-length commercial transactions between the Borrower Holdings and its AffiliatesSubsidiaries, on the one hand, and the Agent Agents and the Arrangers (or the Lenderstheir respective Affiliates), on the other handhand and no Secured Party is acting as a financial advisor or a fiduciary to, or an agent of the Borrowers or any other person, (iiiC) no Secured Party is advising the Borrower has consulted its own Borrowers as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction and tax the Borrowers shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Secured Parties shall have no responsibility or liability to the extent that it has deemed appropriate Borrowers with respect thereto, and (ivD) the Borrower is Borrowers and Holdings are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the each Agent and each Lender Arranger (or their respective Affiliates) is and has been acting solely as a principal and, except as may otherwise be 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 or the Borrower Borrowers or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the neither any Agent or the Lenders nor any Arranger has any obligation to the Borrower Holdings or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent each Secured Party and the Lenders and their respective its Affiliates may be engagedproviding debt financing, for their own accounts equity capital or other services (including financial advisory services) to other companies in respect of which the accounts of customers, in a broad range of Borrowers may have conflicting interests regarding the transactions described herein and otherwise; that involve interests that differ no Secured Party will use confidential information obtained from those the Borrowers by virtue of the Borrower and transactions contemplated by the Loan Documents or its Affiliatesother relationships with the Borrowers in connection with the performance by such Secured Party of services for other companies, and none of the Agent no Secured Party will furnish any such information to other companies and the Lenders that no Secured Party has any obligation to disclose any of such interests use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower or its AffiliatesBorrower, confidential information obtained from other companies. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases The Borrowers agree that they will not assert any claims that it may have claim against any of the Agent and the Lenders with respect to any breach or Secured Party based on an alleged breach of agency or fiduciary duty by such Secured Party in connection with any aspect of any transaction this Agreement or the other Loan Documents and the transactions contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower and Holdings acknowledge and agree, and each of them acknowledges and agrees, and acknowledges agrees that it has informed its other Affiliates’ understanding, that: (ai) (iA) no fiduciary, advisory or agency relationship between the Borrower any of Holdings and the its Subsidiaries and any Agent or any Arranger or Lender (or their respective Affiliates) is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the any Agent or any Arranger or any Lender has advised or is advising the Borrower Holdings and its Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers are arm’s-length commercial transactions between the Borrower Holdings and its AffiliatesSubsidiaries, on the one hand, and the Agent Agents and the Arrangers (or the Lenderstheir respective Affiliates), on the other hand, (iiiC) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivD) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent each Agent, Arranger and each Lender is and has been acting solely as a principal and, except as may otherwise be 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 or the Borrower or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the Agent Agents, Arrangers or the Lenders has any obligation to the Borrower Holdings or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents, the Arrangers and the Lenders and and/or their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and its their respective Affiliates, and none of the Agent and Agents, the Arrangers or the Lenders has any obligation to disclose any of such interests and transactions to Holdings, the Borrower or its their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower and Holdings hereby waives and releases any claims that it may have against any of the Agent Agents, the Arrangers, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of Holdings and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ ’’ understanding, that: (a) (ia)(i) no fiduciary, advisory or agency relationship between the Borrower Holdings and its Subsidiaries and the Agent Administrative Agent, any Joint Lead Arranger, any L/C Issuer, any Swingline Lender or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent Administrative Agent, any Joint Lend Arranger, any L/C Issuer, any Swingline Lender or any Lender has advised or is advising the Borrower Holdings or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lender Lenders are arm’s-length commercial transactions between the Borrower Holdings and its Affiliates, on the one hand, and the Agent or Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders, on the other 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 Transaction Loan Documents; and (b) (ib)(i) the Agent Administrative Agents, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed 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) none of the Agent or Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders 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 Borrower and or any of its Affiliates, Affiliates and none of the Agent Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, each of Holdings and the Borrower hereby waives and releases any respective claims that it either may have against any of the Agent Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (ai) (iA) no fiduciary, advisory or agency relationship between any of the Borrower Borrower, Holdings and the their respective Subsidiaries and any Agent or any Lender Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the any Agent or any Lender Arranger has advised or is advising any of the Borrower Borrower, Holdings and their respective Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its Affiliatestheir respective Subsidiaries, on the one hand, and the Agent or Agents and the LendersArrangers, on the other hand, (iiiC) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivD) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent Agents and the Arrangers each Lender is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, Holdings or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the neither any Agent or the Lenders nor any Arranger has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents and the Lenders Arrangers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of the neither any Agent and the Lenders nor any Arranger has any obligation to disclose any of such interests and transactions to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower and Holdings hereby waives and releases any claims that it may have against any of the Agent Agents and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower and Holdings acknowledges (on its own behalf and agrees, and acknowledges on behalf of its Affiliates’ understanding, that: (a) and agrees that (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Lenders are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Agent or Agents and the Lenders, on the other hand, (iiiB) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) each of the Agent Agents and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, and has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower or Borrower, Holdings, any of its Affiliates, their respective Affiliates or any other Person; Person and (iiB) none of the Agent Agents or the Lenders has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Agents, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of the Agent and Agents or the Lenders has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower and Holdings hereby waives and releases any claims that it may have against any of the Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, Parent and the Borrower acknowledge and agree that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower Borrower, the other Loan Parties and its their respective Affiliates, on the one hand, and the Agent or Agents, the Additional Agents and the Lenders, on the other hand, (iii) and 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 other Loan Parties are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification hereof or thereof); and (bii) (i) in connection with the process leading to such transaction, each Agent, each Additional Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary, for the Borrower, any Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (iii) none of the Agents, any Additional Agent or any Lender has assumed or will assume an advisory, agency or fiduciary for responsibility in favor of the Borrower or any other Loan Party with respect to any of its Affiliatesthe transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent, any Additional Agent or any Lender has advised or is currently advising the Borrower or any other Person; (iiLoan Party or their respective Affiliates on other matters) and none of the Agents, any Additional Agent or the Lenders any Lender has any obligation to the Borrower Borrower, the other Loan Parties or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Agent and Agents, the Additional Agents, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its the other Loan Parties and their respective Affiliates, and none of the Agents, any Additional Agent and the Lenders or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agents, the Additional Agents and the Lenders have not provided and will not 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 other Loan Document) and the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Parent and the Borrower or its Affiliates. To each hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, the Additional Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby by the Loan Documents (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower each Obligor acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect each of the transactions contemplated hereby or by Arranger Entities may have economic interests that conflict with those of the other Transaction DocumentsBorrower, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, its equity holders and/or its Affiliates; (ii) the arranging or other services regarding this Agreement provided by the each Arranger Entity or each Agent and the Lender are arm’s-length commercial transactions between the Borrower Borrower, each other Obligor and its their respective Affiliates, on the one hand, and the such Agent or the LendersArranger Entity, on the other hand, and each Obligor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Loan Documents; (iii) in connection with the Borrower transactions contemplated by the Loan Documents and the process leading thereto, each Arranger Entity and each Agent is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any Obligor or any Obligor’s management, Affiliates, stockholders or other equity holders, creditors or employees or any other Person; (iv) no Arranger Entity nor any Agent has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Obligor, or any of their respective equity holders or Affiliates with respect to any of the transactions contemplated by the Loan Documents (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Arranger Entity or any Agent has advised or is currently advising any Obligor, or any of their respective equity holders or Affiliates on other matters) and no Arranger Entity nor any Agent has any obligation to any Obligor or any of their respective Affiliates with respect to the transactions contemplated by the Loan Documents except those obligations expressly set forth therein; (v) any Arranger Entity and any Agent may be engaged in a broad range of transactions that involve interests that differ from the Obligors and the Obligors’ respective affiliates and no Arranger Entity nor any Agent will have any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; (vi) the Arranger Entities and the Agents provide services to, invest in investment vehicles that invest in, and engage in other activities and relationships with entities and persons, including entities and persons who may be involved in transactions arising from or relating to the transactions contemplated by the Loan Documents, or be customers or competitors of, or have other relationships with, the Borrower, and in the course of such other activities and relationships the Arranger Entities and the Agents may acquire information of the transactions contemplated by the Loan Documents or other entities and persons which may be the subject of the transactions contemplated by the Loan Documents, none of the Arranger Entities and the Agents shall have any obligation to disclose to any Obligor any such information or the fact that any Arranger Entity or any Agent has possession of such information, or use such information on the Borrower’s behalf; and (vii) no Arranger Entity nor any Agent has provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Obligors have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it has the Obligor have deemed appropriate appropriate. Each Arranger Entity and (iv) each Agent is serving as an independent contractor under the Borrower is capable of evaluatingFee Letter or the Loan Documents, as applicable, and understands in connection with the performance of its services hereunder and acceptsnothing in the Fee Letter or the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Arranger Entity or any Agent, on the termsone hand, risks and conditions of the transactions contemplated hereby and by any Obligor, or its respective equity holders or Affiliates, on the other Transaction Documents; hand. Each Obligor hereby waives and (b) (i) the Agent and each Lender is and has been acting solely as a principal andreleases, 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) none of the Agent or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Documents; and (iii) the Agent 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 Borrower and its Affiliates, and none of the Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have that any Arranger Entity or any Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Obligor in connection with the transactions contemplated by the Loan Documents or the process leading thereto, or against any of the Arranger Entity or any Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty duty. Each Obligor and its Affiliates’ rights and obligations under any other agreement with any Arranger Entity or any Agent that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties under the Loan Documents, and none of such rights and obligations under such other agreements shall be affected by any Arranger Entity’s or Agent’s performance or lack of performance of services under the Loan Documents or the Fee Letter. The Obligors acknowledge that one or more Arranger Entities or Agents may currently or in the future participate in other debt or equity transactions on behalf of or render financial advisory services to an Obligor or other companies that may be involved in a competing transaction. The Arranger Entities and the Agents are full service financial services firms engaged, either directly or through affiliates, in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Arranger Entities and Agents may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of any Obligor, as well as of other Persons and their Affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by the Fee Letter or the Loan Documents, (ii) be customers or competitors of an Obligor or (iii) have other relationships with an Obligor. In addition, any Arranger Entity and any Agent may provide investment banking, underwriting and financial advisory services to such other Persons. Any Arranger Entity and any Agent may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles may trade or make investments in securities of Obligors or such other Persons. The transactions contemplated by the Loan Documents may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Each Obligor hereby agrees that any Arranger Entity and any Agent may render its services under the Fee Letter and the Loan Documents notwithstanding any actual or potential conflict of interest presented by the foregoing, and each Obligor hereby waives any conflict of interest claims relating to the relationship between any Arranger Entity or Agent, and any Obligor or their respective Affiliates, in connection with the engagement contemplated by the Fee Letter or the Loan Documents, on the one hand, and the exercise by any aspect Arranger Entity or Agent of any transaction contemplated herebyof its rights and duties under any other credit or other agreement, on the other hand. The terms of this paragraph shall survive the expiration or termination of the Fee Letter and the Loan Documents.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby or by any other Loan Document (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the Arranger, the Lenders and the Lender their respective Affiliates are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Administrative Agent, the LendersArranger, the Lenders and their respective Affiliates, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and none of the Administrative Agent, the Arranger, the Lenders or their respective Affiliates has provided any legal, accounting, regulatory, investment or tax advice with respect to any of the transactions contemplated hereby and by the other Loan Documents, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; (ii) in connection with the transactions contemplated hereby and by the other Loan Documents and the process leading thereto (band irrespective of whether the Administrative Agent, the Arranger, the Lenders or any of their respective Affiliates has advised or is currently advising the Borrower or any of its Affiliates on other matters), (A) (i) each of the Agent Administrative Agent, the Arranger, each Lender and each Lender of their respective Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as as, or be deemed to have assumed any responsibility as, an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; Person and (iiB) none of the Agent Administrative Agent, the Arranger, any Lender or the Lenders any of their respective Affiliates has any obligation or implied duties to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agent and Administrative Agent, the Lenders Arranger, any Lender or any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases agrees not to assert any claims that it may have against the Administrative Agent, the Arranger, any Lender or any of the Agent and the Lenders with respect to any breach or their respective Affiliates based on an alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyhereby or by any other Loan Document.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower acknowledges and agrees that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent or and the LendersArranger, on the other 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, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification thereof or thereof); and (bii) (i) in connection with the process leading to such transaction, the Administrative Agent and the Arranger each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (iiiii) none neither the Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Lenders Arranger has advised or is currently advising the Borrower or any of its Affiliates on other matters) and neither the Administrative Agent nor Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Administrative Agent and the Lenders Arranger and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad board range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent and nor the Lenders Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not 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 other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower or its Affiliates. To hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(A) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent or and the Lenders, on the other hand, (iiiB) the Borrower has Administrative Agent and the Lenders have not provided and will not 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 other Loan Document) and the Loan Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it has they have deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification hereof or thereof); and (bii)(A) (i) in connection with the process leading to such transaction, each of the Administrative Agent and each Lender the Lenders 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 a financial advisor, advisor, agent or fiduciary for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; , (iiB) none of the Administrative Agent or any of the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Arranger or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and (C) none of the Administrative Agent or any of the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the Borrower and its Affiliates, and none of the Administrative Agent and the Lenders or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. (b) Each Loan Party acknowledges and agrees that each Lender and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender or Affiliate thereof were not a Lender or an Affiliate thereof (or an agent or any other person with any similar role under the Committed Loans) and without any duty to account therefor to any other Lender, the Borrower or any Affiliate of the foregoing. Each Lender and any Affiliate thereof may accept fees and other consideration from the Borrower or any Affiliate thereof for services in connection with this Agreement, the Committed Loans or otherwise without having to account for the same to any other Lender, the Borrower or any Affiliate of the foregoing.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower any Loan Party and its Subsidiaries and the Agent Administrative Agent, the L/C Issuer, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent Administrative Agent, the L/C Issuer, or any Lender has advised or is advising the Borrower any Loan Party or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the L/C Issuer, and the Lender Lenders are arm’s-length arm’s‑length commercial transactions between the Borrower such Loan Parties and its their Affiliates, on the one hand, and the Agent or Administrative Agent, the L/C Issuer, and the Lenders, on the other hand, (iii) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Agent Administrative Agent, the L/C Issuer, and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Loan Party or any of its Affiliates, or any other Person; (ii) none of the Agent or Administrative Agent, the L/C Issuer, and the Lenders has any obligation to the Borrower any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Administrative Agent, the L/C Issuer, 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 Borrower any Loan Party and its Affiliates, and none of the Agent Administrative Agent, the L/C Issuer, and the Lenders has any obligation to disclose any of such interests to the Borrower any Loan Party or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower each Loan Party hereby waives and releases any claims that it may have against any of the Agent Administrative Agent, the L/C Issuer, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Agents, the Arrangers and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Agents, the Lenders, Arrangers and the Lenders on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent each Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; Person and (iiB) none of neither the Agent or the Lenders Agents nor any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agent and Agents, the Lenders Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against either Agent, any of the Agent and the Lenders Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliatesthe other Restricted Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower Parent and its Restricted Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower Parent or any Restricted Subsidiary on other matters, ; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower Parent and its AffiliatesRestricted Subsidiaries, on the one hand, and the Administrative Agent or and the Lenders, on the other hand, ; (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate 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 Transaction Loan Documents; and (b) (i) the Administrative Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Parent or any of its AffiliatesRestricted Subsidiaries, or any other Person; (ii) none of neither the Administrative Agent or nor the Lenders has any obligation to the Borrower Parent or any of its Affiliates Restricted Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent 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 Borrower Parent and its AffiliatesRestricted Subsidiaries, and none of neither the Administrative Agent and nor the Lenders has any obligation to disclose any of such interests to the Borrower Parent or its AffiliatesRestricted Subsidiaries. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, each of Holdings and each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the Revolving Credit Facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower Borrowers and its their Affiliates, on the one hand, and the Agent or Agents, the Arrangers and the Lenders, on the other 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 each Borrower is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each of the Agents, the Arrangers and (b) (i) the Agent and each Lender Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower Borrowers or any of its their Affiliates, stockholders, creditors or employees or any other Person; (iiiii) none of the Agents, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrowers with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising any Borrower or any of their Affiliates on other matters) and none of the Agents, the Arrangers or the Lenders has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Agent Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the Borrower Borrowers and its their Affiliates, and none of the Agent and Agents, the Arrangers or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agents, the Arrangers and the Lenders have not provided and will not 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 other Loan Document) and Holdings and the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Each of Holdings and each Borrower or its Affiliates. To hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Lead Arranger, the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether any Lead Arranger, the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Lead Arrangers, the Administrative Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lead Arrangers, the Administrative Agent or and the Lenders, on the other 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 Transaction Loan Documents; and (b) (i) the Lead Arrangers, the Administrative Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Lead Arrangers, the Administrative Agent or and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Lead Arrangers, the Administrative Agent and the Lenders and their respective branches and 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 Borrower and its Affiliates, and none of the Lead Arrangers, the Administrative Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Lead Arrangers, the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and Holdings acknowledge and agrees, and each of them acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (ai) (iA) no fiduciary, advisory or agency relationship between the Borrower any of Holdings and the Agent its Subsidiaries and any Agent, Ally Representative or any Lender Blackstone Credit Representative is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the Agent any Agent, Ally Representative or any Lender Blackstone Credit Representative has advised or is advising the Borrower Holdings and its Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents, Ally Representative and the Lender Blackstone Credit Representative are arm’s-length commercial transactions between the Borrower Holdings and its AffiliatesSubsidiaries, on the one hand, and the Agent or Agents, the Lenders, Ally Representative and Blackstone Credit Representative on the other hand, (iiiC) the Borrower has and Holdings have consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivD) the Borrower is and Holdings are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) each of the Agent and each Lender the Blackstone Credit Representative is and has been acting solely as a principal and, except as may otherwise be 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 Holdings or any of its respective Affiliates, or any other Person; Person and (iiB) none of neither any Agent, the Agent Ally Representative or the Lenders Blackstone Credit Representative has any obligation to the Borrower Holdings or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Agents, the Lenders Ally Representative, the Blackstone Credit Representative and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and its their respective Affiliates, and none of neither any Agent, the Agent and Ally Representative or the Lenders Blackstone Credit Representative has any obligation to disclose any of such interests and transactions to Holdings, the Borrower or its respective Affiliates. To the fullest extent permitted by applicable Lawlaw, Holdings and the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, Blackstone Credit Representative and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and neither any Agent nor any Lender shall have any obligation, duty, or liability to any Participant of any other Lender. No Lender shall have any liability for the acts of any other Lender. No Lender shall be responsible to the Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for such Lender or on its behalf, nor to take any other action on behalf of such ▇▇▇▇▇▇ hereunder or in connection with the financing contemplated herein.

No Advisory or Fiduciary Responsibility. 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 Transaction Documenthereof), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documentshereby, irrespective of whether the Agent Arranger, the Agent, or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or and the Lenders, on the other 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 Transaction Documentshereby; and (b) (i) the Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent or and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Documentsherein; and (iii) the Agent 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 Borrower and its Affiliates, and none of the Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower acknowledges and agrees that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent or and the LendersArranger, on the other 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, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification hereof or thereof); and (bii) (i) in connection with the process leading to such transaction, the Administrative Agent and the Arranger each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (iiiii) none neither the Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Lenders Arranger has advised or is currently advising the Borrower or any of its Affiliates on other matters) and neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Administrative Agent and the Lenders Arranger and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent and nor the Lenders Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not 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 other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower or its Affiliates. To hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, Holdings and the Borrower acknowledge and agree that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower Borrower, the other Loan Parties and its their respective Affiliates, on the one hand, and the Agent or Agents, the Co-Lead Arrangers and the Lenders, on the other hand, (iii) and 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 other Loan Parties are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification hereof or thereof); and (bii) (i) in connection with the Agent process leading to such transaction, each Agent, each Co-Lead Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary, for any of the Borrower, any Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other person; (iii) none of the Agents, any Co-Lead Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary for responsibility in favor of any Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent, any Co-Lead Arranger or any Lender has advised or is currently advising the Borrower or any of its Affiliates, other Loan Party or any their respective Affiliates on other Person; (iimatters) and none of the Agent Agents, any Co-Lead Arranger or the Lenders any Lender has any obligation to the Borrower or any of its the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Agent and Agents, the Co-Lead Arrangers, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its the other Loan Parties and their respective Affiliates, and none of the Agent and the Lenders Agents, any Co-Lead Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agents, the Co-Lead Arrangers and the Lenders have not provided and will not 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 other Loan Document) and the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Holdings and the Borrower or its Affiliates. To each hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, the Co-Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower acknowledges and agrees that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent or and the LendersArrangers, on the other 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, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification thereof or thereof); and (bii) (i) in connection with the process leading to such transaction, the Administrative Agent and each Lender Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (iiiii) none neither the Administrative Agent nor the Arrangers has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Arranger has advised or is currently advising the Lenders Borrower or any of its Affiliates on other matters) and neither the Administrative Agent nor any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Administrative Agent and the Lenders each Arranger and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Administrative Agent and the Lenders nor any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and each Arranger have not provided and will not 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 other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower or its Affiliates. To hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders each Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrowers and the Guarantors acknowledge and agree, and acknowledge the understanding of each Person included in the Centerline Group, that: (i) the Loans provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver waiver, restatement or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower Borrowers, the Guarantors and its their respective Affiliates, on the one hand, and the Agent or the LendersAdministrative Agent, on the other hand, (iii) and the Borrower has consulted its own legal, accounting, regulatory Borrowers and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is Guarantors are each capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver, restatement or other modification hereof or thereof); and (bii) (i) in connection with the process leading to such transaction, the Administrative Agent and each Lender is and has been acting solely as a principal andand is not the agent, except as expressly agreed in writing by the relevant partiesfiduciary, has not been, is not, and will not be acting as an advisor, agent or fiduciary financial advisor for the Borrower Borrowers, the Guarantors or any of its Affiliatestheir respective stockholders, creditors or employees, any other Person in the Centerline Group or any other Person; (iiiii) none the Administrative Agent has not assumed or will not assume an agency, fiduciary, or advisory responsibility in favor of the Agent Borrowers or any Guarantor, or any other Person in the Centerline Group, with respect to any of the transactions contemplated hereby or the Lenders process leading thereto, including with respect to any amendment, restatement, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent has advised or is currently advising either Borrower, any Guarantor or any other Person in the Centerline Group on other matters) and the Administrative Agent has no obligation to the Borrower either Borrower, any Guarantor or any of its Affiliates other Person in the Centerline Group with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Administrative Agent and the Lenders and their respective its Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesBorrowers, the Guarantors or other Persons in the Centerline Group, and none of the Administrative Agent and the Lenders has any no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver, restatement or other modification hereof or of any other Loan Document) and the Borrowers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the Borrower or its Affiliatesextent they have deemed appropriate. To Each of the Borrowers and the Guarantors hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent, any other Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Administrative Agent, any other Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, ; (ii) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the other Agents and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Agent or Administrative Agent, the other Agents and the Lenders, on the other hand, ; (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate 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 Transaction Loan Documents; and (b) (i) each of the Agent Administrative Agent, the other Agents and each Lender the Lenders 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 AffiliatesSubsidiaries, or any other Person; (ii) none of the Agent Administrative Agent, the other Agents or the Lenders has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Administrative Agent, the other 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 Borrower and its AffiliatesSubsidiaries, and none of the Agent and Administrative Agent, the other Agents or the Lenders has any obligation to disclose any of such interests to the Borrower or its AffiliatesSubsidiaries. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Administrative Agent, the other Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the its Subsidiaries and any Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent any Agent, or any Lender has advised or is advising the Borrower Parent or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Lenders are arm’s-length commercial transactions between the Borrower Parent and its Affiliates, on the one hand, and the Agent or Agents and the Lenders, on the other hand, (iii) the Borrower has Parent and the Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it has they have deemed appropriate and (iv) the Borrower is Parent and the Borrowers are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Agent Agents and the Lenders each Lender is are and has 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 Parent or any of its Affiliates, or any other Person; (ii) none of the Agent or Agents and the Lenders has any obligation to the Borrower Parent or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents and the Lenders and their respective branches and 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 Borrower Parent and its Affiliates, and none of the Agent Agents and the Lenders has any obligation to disclose any of such interests to the Borrower Parent or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower Parent and the Borrowers hereby waives waive and releases release any claims that it may have against any of the Agent and the Lenders any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliatesthe other Restricted Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower Parent and its Restricted Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower Parent or any Restricted Subsidiary on other matters, ; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower Parent and its AffiliatesRestricted Subsidiaries, on the one hand, and the Administrative Agent or and the Lenders, on the other hand, ; (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate 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 Transaction Loan Documents; and (b) (i) the Administrative Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Parent or any of its AffiliatesRestricted Subsidiaries, or any other Person; (ii) none of neither the Administrative Agent or nor the Lenders has any obligation to the Borrower Parent or any of its Affiliates Restricted Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent 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 Borrower Parent and its AffiliatesRestricted Subsidiaries, and none of neither the Administrative Agent and nor the Lenders has any obligation to disclose any of such interests to the Borrower Parent or its AffiliatesRestricted Subsidiaries. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent and the Lender are is arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or the LendersLender, on the other 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 Transaction Documents; and (b) the (i) the Agent and Lender each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent or the Lenders Lender has any no obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Lender and the Lenders and their respective its 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 Borrower and its Affiliates, and none of the Agent and the Lenders Lender has any no obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Agent Lender and the Lenders its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Lenders and the Lender LC Issuers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or the LendersLenders and LC Issuers, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) each of the Agent Lenders and each Lender LC Issuers 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 AffiliatesAffiliates with respect to the transactions contemplated hereby, or any other Person; Person and (iiB) none of the Agent no Lender or the Lenders LC Issuer has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) each of the Agent and the Lenders Lenders, LC Issuers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agent and the Lenders no Lender or LC Issuer has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any each of the Agent and the Lenders or LC Issuers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lender are arm’s-length commercial transactions between the Borrower and its respective Affiliates, on the one hand, and the Agent or the LendersAdministrative Agent, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Administrative Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its respective Affiliates, or any other Person; Person and (iiB) none of the Administrative Agent or the Lenders in its capacities as Administrative Agent has any no obligation to the Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent and the Lenders and their respective its Affiliates may be engaged, for their own accounts or the accounts of customers, 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 and the Lenders has any no obligation to disclose any of such interests to the Borrower or any of its respective Affiliates. To the fullest extent permitted by applicable LawTO THE FULLEST EXTENT PERMITTED BY LAW, the Borrower hereby waives and releases any claims that it may have against any of the Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyTHE BORROWER HEREBY WAIVES AND RELEASES ANY CLAIMS THAT IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT WITH RESPECT TO ANY BREACH OR ALLEGED BREACH OF AGENCY OR FIDUCIARY DUTY IN CONNECTION WITH ANY ASPECT OF ANY TRANSACTION CONTEMPLATED HEREBY.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) agrees that (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers, are arm’s-length commercial transactions between the Borrower Loan Parties and its Affiliatestheir respective Subsidiaries, on the one hand, and the Agent or Agents and the LendersArrangers, on the other hand, (iiiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower each of Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the each Agent and each Lender Arranger 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 Loan Parties or any of its Affiliatestheir respective Subsidiaries, or any other Person; Person and (iiB) none of the neither any Agent or the Lenders nor any Arranger has any obligation to the Borrower Loan Parties or any of its Affiliates their respective Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Agents, the Lenders Arrangers and their respective Affiliates Subsidiaries may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its Affiliatestheir respective Subsidiaries, and none of the neither any Agent and the Lenders nor any Arranger has any obligation to disclose any of such interests to the Borrower Loan Parties or its Affiliatesany of their respective Subsidiaries. To the fullest extent permitted by applicable Lawlaw, each of the Borrower Loan Parties hereby waives and releases any claims that it may have against any of the Agent Agents and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. SECTION 9.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. [SIGNATURE PAGES FOLLOW]

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower Holdings and the Agent its Subsidiaries and any Agent, any Arranger, any L/C Issuer, any Lender or any Lender of their respective Affiliates is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent any Agent, any Arranger, any L/C Issuer, any Lender, or any Lender of their respective Affiliates has advised or is advising the Borrower Holdings or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents, the Arrangers, the L/C Issuers and the Lender Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Agent or Agents, the Arrangers, the L/C Issuers and the Lenders, on the other hand, (iii) the Borrower has Holdings and its Subsidiaries have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it has they have deemed appropriate and (iv) the Borrower is Holdings and its Subsidiaries are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Agent Agents, the Arrangers, the L/C Issuers and the Lenders each Lender is are and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has have not been, is are not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its Affiliates, Affiliates or any other Person; (ii) none of the Agent or Agents, the Arrangers, the L/C Issuers and the Lenders has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents, the Arrangers, the L/C Issuers 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 Borrower Borrowers and its their Affiliates, and none of the Agent and Agents, the Arrangers, the L/C Issuers, the Lenders and any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower Borrowers or its their Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower Borrowers hereby waives waive and releases release (on behalf of Holdings and its Subsidiaries) any claims that it may have against the Agents, the Arrangers, the L/C Issuers, the Lenders and any of the Agent and the Lenders their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Lead Arrangers and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or the LendersLead Arrangers, Lenders and their respective Affiliates, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) each of the Agent Lead Arrangers, the Lenders and each Lender their respective Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; Person and (iiB) none no Lead Arranger or Lender or any of the Agent or the Lenders their respective Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except except, in the case of a Lender, those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) each of the Agent Lead Arrangers and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none no Lead Arranger or Lender or any of the Agent and the Lenders their respective Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any each of the Agent and Lead Arrangers, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Revolving Borrower acknowledges and agrees, and acknowledges acknowledge its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower Company and the Agent its Subsidiaries and any Agent, any Lead Arranger or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent any Agent, any Lead Arranger or any Lender has advised or is advising the Borrower Company or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents, Lead Arrangers and the Lender Lenders are arm’s-length commercial transactions between the Revolving Borrower and its Affiliates, on the one hand, and the Agent or Agents, the Lead Arrangers and the Lenders, on the other hand, (iii) the Borrower has Loan Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is Loan Parties are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Agent Agents, the Lead Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Revolving Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent or Agents, the Lead Arrangers and the Lenders has any obligation to the Revolving Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents, the Lead Arrangers 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 Revolving Borrower and its Affiliates, and none of the Agent Agents, the Lead Arrangers and the Lenders has any obligation to disclose any of such interests to the Revolving Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower Loan Parties hereby waives waive and releases release any claims that it they may have against any of the Agent Agents, the Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, Parent, Holdings and the Borrowers acknowledge and agree that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower Borrowers, the other Loan Parties and its their respective Affiliates, on the one hand, and the Agent or Agents, the Arrangers and the Lenders, on the other hand, (iii) and Parent, Holdings, the Borrower has consulted its own legal, accounting, regulatory Borrowers and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is other Loan Parties are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction DocumentsLoan Documents (including any amendment, waiver or other modification hereof or thereof); and (bii) (i) in connection with the Agent process leading to such transaction, each Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for Parent, the Borrower Borrowers, any Loan Party or any of its their respective Affiliates, stockholders, creditors or employees or any other Personperson; (iiiii) none of the Agent Agents, any Arranger or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Parent, Holdings, the Borrowers or any other Loan Party with respect to any of the transactions contemplated hereby or the Lenders process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent, any Joint Lead Arranger or any Lender has advised or is currently advising Parent, Holdings, the Borrowers or any other Loan Party or their respective Affiliates on other matters) and none of the Agents, any Arranger or any Lender has any obligation to the Borrower Borrowers, the other Loan Parties or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiiiv) the Agent and Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of Parent, Holdings, the Borrower Borrowers and its the other Loan Parties and their respective Affiliates, and none of the Agent and the Lenders Agents, any Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agents, the Arrangers and the Lenders have not provided and will not 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 other Loan Document) and the Borrowers and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the Borrower or its Affiliatesextent they deemed appropriate. To Parent, Holdings and the Borrowers each hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (ia)(i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent or and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has they have deemed appropriate and (iv) the Borrower is capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (ib)(i) the Administrative Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Administrative Agent or and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent 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 Borrower and its Affiliates, and none of the Administrative Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it they may have against any of the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Arranger, the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent Arranger, the Administrative Agent, or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Arranger, the Administrative Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Arranger, the Administrative Agent or and the Lenders, on the other 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 Transaction Loan Documents; and (b) (i) the Arranger, the Administrative Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Arranger, the Administrative Agent or and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Arranger, the Administrative Agent 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 Borrower and its Affiliates, and none of the Arranger, the Administrative Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Arranger, the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Agent Structuring Agent, the Administrative Agent, any Issuing Bank, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent Structuring Agent, the Administrative Agent, any Issuing Bank or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Structuring Agent, the Administrative Agent, the Issuing Banks and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders, on the other 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 Transaction Loan Documents; and (b) (i) the Agent Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent or Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Structuring Agent, the Administrative Agent, the Issuing Banks 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 Borrower and its Affiliates, and none of the Agent Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Agent Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent and the Lender Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, Affiliates on the one hand, and the Agent or and the LendersArrangers, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent and the Arrangers each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; Person and (iiB) none of neither the Agent or nor the Lenders has Arrangers have any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and the Lenders Arrangers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, Affiliates and none of neither the Agent and nor the Lenders has Arrangers have any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent and or the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower Borrowers and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (ai) (iA) no fiduciary, advisory or agency relationship between any of the Borrower Borrowers, Holdings and the Agent their respective Subsidiaries and any Agent, any Arranger, any L/C Issuer or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the Agent any Agent, any Arranger, any L/C Issuer or any Lender has advised or is advising any of the Borrower Borrowers, Holdings and their respective Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents, the Arrangers, the L/C Issuers and the Lender Lenders are arm’s-length commercial transactions between the Borrower Borrowers, Holdings and its Affiliatestheir respective Subsidiaries, on the one hand, and the Agent or Agents, the Arrangers, the L/C Issuers and the Lenders, on the other hand, (iiiC) each of the Borrower Borrowers and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (ivD) each of the Borrower Borrowers and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent Agents, the Arrangers, the L/C Issuers and the Lenders each Lender is and has been acting solely as a principal and, except as may otherwise be 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 Borrowers, Holdings or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the Agent or Agents, the Arrangers, the L/C Issuers and the Lenders has any obligation to the Borrower Borrowers, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Agents, the Arrangers, the L/C Issuers, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers, Holdings and its their respective Affiliates, and none of the Agent and Agents, the Arrangers, the L/C Issuers, the Lenders or any of their respective Affiliates has any obligation to disclose any of such interests and transactions to the Borrower Borrowers, Holdings or its any of their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower Borrowers and Holdings hereby waives and releases any claims that it may have against any of the Agent Agents, the Arrangers, the L/C Issuers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliatesthe other Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or (except as expressly provided in Section 12.04) agency relationship between the Borrower Parent and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Parent or the Borrower or any other Restricted Subsidiary on other matters, ; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lender Lenders are arm’s-length commercial transactions between the Borrower Parent and its AffiliatesRestricted Subsidiaries, on the one hand, and the Administrative Agent or and the Lenders, on the other hand, ; (iii) the Parent and the Borrower has have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it each has deemed appropriate appropriate; and (iv) the Parent and the Borrower is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Administrative Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Parent or any of its AffiliatesSubsidiaries, or any other Person; (ii) none of neither the Administrative Agent or nor the Lenders has any obligation to the Borrower Parent or any of its Affiliates Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent 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 Borrower Parent and its AffiliatesSubsidiaries, and none of neither the Administrative Agent and nor the Lenders has any obligation to disclose any of such interests to the Borrower Parent or its AffiliatesSubsidiaries. To the fullest extent permitted by applicable Law, each of the Parent and the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency (except as expressly set forth in Section 12.04) or fiduciary duty in connection with any aspect of any transaction contemplated hereby. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. PARENT: RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership By: Rice Midstream Management LLC, a Delaware limited liability company, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President and Chief Financial Officer BORROWER: RICE MIDSTREAM OPCO LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President and Chief Financial Officer [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] ADMINISTRATIVE AGENT, ISSUING BANK AND LENDER: ▇▇▇▇▇ FARGO BANK, N.A., as Administrative Agent, Issuing Bank and Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Director [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: BARCLAYS BANK PLC, as a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: BMO ▇▇▇▇▇▇ BANK N.A., as a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: CITIBANK, N.A., as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: FIFTH THIRD BANK, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: ROYAL BANK OF CANADA, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇, Jr. Name: ▇▇▇▇▇ ▇▇▇▇▇, Jr. Title: Authorized Signatory [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: COMERICA BANK, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: SUNTRUST BANK, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: COMPASS BANK, as a Lender By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] LENDER: AMEGY BANK NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President [SIGNATURE PAGE TO CREDIT AGREEMENT – RICE MIDSTREAM OPCO LLC] ▇▇▇▇▇ Fargo Bank, N.A. 9.▇▇▇▇▇▇▇▇ % $ 42,000,000.00 Barclays Bank PLC 8.▇▇▇▇▇▇▇▇ % $ 39,600,000.00 BMO ▇▇▇▇▇▇ Bank N.A. 8.▇▇▇▇▇▇▇▇ % $ 39,600,000.00 Citibank, N.A. 8.▇▇▇▇▇▇▇▇ % $ 39,600,000.00 Fifth Third Bank 8.▇▇▇▇▇▇▇▇ % $ 39,600,000.00 Royal Bank of Canada 8.▇▇▇▇▇▇▇▇ % $ 39,600,000.00 Capital One, National Association 7.77777778 % $ 35,000,000.00 Comerica Bank 7.▇▇▇▇▇▇▇▇ % $ 35,000,000.00 PNC Bank, National Association 7.77777778 % $ 35,000,000.00 SunTrust Bank 7.▇▇▇▇▇▇▇▇ % $ 35,000,000.00 Compass Bank 5.▇▇▇▇▇▇▇▇ % $ 25,000,000.00 U.S. Bank National Association 5.55555556 % $ 25,000,000.00 Amegy Bank National Association 4.44444444 % $ 20,000,000.00 TOTAL 100.00 % $ 450,000,000.00 $[ ] , 201[ ] FOR VALUE RECEIVED, Rice Midstream OpCo LLC, a Delaware limited liability company (the “Borrower”) hereby promises to pay to [ ] (the “Lender”), at the office of ▇▇▇▇▇ Fargo Bank, N.A. (the “Administrative Agent”), located at [ ], the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Credit Agreement dated as of December 22, 2014 among the Parent, the Borrower, the Administrative Agent, and the lenders and other parties signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. The Credit Agreement contains requirements for the transfer of this Note and the registration of such transfer. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. RICE MIDSTREAM OPCO LLC, a Delaware limited liability company By: Name: Title: RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.03 of the Credit Agreement dated as of December 22, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Parent, the Borrower, ▇▇▇▇▇ Fargo Bank, N.A., as Administrative Agent, the lenders (the “Lenders”) which are or become parties thereto, and the other parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: (i) Aggregate amount of the requested Borrowing is $[ ]; (ii) Date of such Borrowing is [ ], 20[ ]; (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]; (v) Amount of total Commitments in effect on the date hereof is $[ ]; (vi) Total Revolving Credit Exposures on the date hereof before giving effect to the requested Borrowing (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; (vii) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and (viii) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows: [ ] [ ] [ ] [ ] [ ] The undersigned certifies on behalf of the Borrower (and not individually) that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower (and not individually) that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement. RICE MIDSTREAM OPCO LLC, a Delaware limited liability company By: Name: Title: RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.04 of the Credit Agreement dated as of December 22, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Parent, the Borrower, ▇▇▇▇▇ Fargo Bank, N.A., as Administrative Agent, the lenders (the “Lenders”) which are or become parties thereto, and the other parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows: (i) The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is [ ]; (ii) The effective date of the election made pursuant to this Interest Election Request is [ ], 20[ ];[and] (iii) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and] [If the resulting Borrowing is a Eurodollar Borrowing, add the following:] (iv) The Interest Period applicable to the resulting Borrowing after giving effect to such election is [ ]]. The undersigned certifies on behalf of the Borrower (and not individually) that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower (and not individually) that the Borrower is entitled to receive the requested continuation or conversion under the terms and conditions of the Credit Agreement. RICE MIDSTREAM OPCO LLC, a Delaware limited liability company By: Name: Title: The undersigned hereby certifies that he/she is the [ ] of RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Credit Agreement dated as of December 22, 2014 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”) among the Parent, the Borrower, ▇▇▇▇▇ Fargo Bank, N.A., as Administrative Agent, the lenders (the “Lenders”) which are or become a party thereto, and the other parties thereto, the undersigned certifies on behalf of the Borrower (and not individually) as follows (each capitalized term used herein having the same meaning given to it in this Agreement unless otherwise specified): (a) There exists no Default or Event of Default [or specify Default and describe]. (b) Attached hereto are detailed computations showing that the Borrower is [is not] in compliance with Section 9.01 as of the end of the [fiscal quarter][fiscal year] ending [ ]. (c) No change in GAAP or in the application thereof has occurred since December 31, 2013 that affects the financial statements accompanying this certificate [except ]. EXECUTED AND DELIVERED this [ ] day of [ ]. RICE MIDSTREAM OPCO LLC, a Delaware limited liability company By: Name: Title: Open-End Mortgage, Security Agreement, Assignment, Fixture Filing and Financing Statement dated as of the Effective Date by Rice Poseidon, as mortgagor, to the Administrative Agent, as mortgagee, for the benefit of the Secured Parties. Guaranty and Collateral Agreement dated as of the Effective Date among the Credit Parties and the Administrative Agent. Financing Statements in respect of the foregoing.

No Advisory or Fiduciary Responsibility. 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 Transaction Credit Document), each of the Borrower and the MLP acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Collateral Agent, the Real Property Collateral Agent and the Lender Lead Arranger are arm’s-length commercial transactions between the Borrower Borrower, the MLP and its their respective Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent, the Real Property Collateral Agent or and the LendersLead Arranger, on the other hand, (iiiB) each of the Borrower and the MLP has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) each of the Borrower and the MLP is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Credit Documents; and (bii) (iA) the Administrative Agent, the Collateral Agent, the Real Property Collateral Agent and the Lead Arranger each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower and the MLP or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the Administrative Agent, the Collateral Agent, the Real Property Collateral Agent or the Lenders Lead Arranger has any obligation to the Borrower and the MLP or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Credit Documents; and (iii) the Administrative Agent, the Collateral Agent, the Real Property Collateral Agent and the Lenders Lead Arranger and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its the MLP and their respective Affiliates, and none of the Administrative Agent, the Collateral Agent, the Real Property Collateral Agent and or the Lenders Lead Arranger has any obligation to disclose any of such interests to the Borrower and the MLP or its any of their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower and the MLP hereby waives and releases any claims that it may have against any of the Administrative Agent, the Collateral Agent, the Real Property Collateral Agent and the Lenders Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of Holdings and the Borrower acknowledges (on its own behalf and agrees, and acknowledges on behalf of its Affiliates’ understanding, that: (a) and agrees that (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the Syndication Agent, the Lenders and the Lender Joint Bookrunners are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Agent or Administrative Agent, the LendersSyndication Agent, the Lenders and the Joint Bookrunners, on the other hand, (iiiB) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) 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 Transaction Loan Documents; and (bii) (iA) each of the Agent Administrative Agent, the Syndication Agent, the Lenders and each Lender the Joint Bookrunners is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, and has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower or Borrower, Holdings, any of its Affiliates, or any other Person; their respective Affiliates in connection with the Transactions and (iiB) none of the Agent or Administrative Agent, the Syndication Agent, the Lenders and the Joint Bookrunners has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Administrative Agent, the Syndication Agent, the Lenders and the Lenders Joint Bookrunners and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of the Agent Administrative Agent, the Syndication Agent, the Lenders and the Lenders Joint Bookrunners has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by applicable Law, the The Borrower hereby waives and releases any claims agrees that it may have against any of will not claim that the Administrative Agent and the Lenders with respect Joint Bookrunners have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to any breach or alleged breach of agency or fiduciary duty the Borrower, in connection with any aspect of any transaction contemplated herebythe Transactions or the process leading thereto.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower Borrowers acknowledge and agree, and each of them acknowledges and agrees, and acknowledges agrees that it has informed its other Affiliates’ understanding, that: (ai) (iA) no fiduciary, advisory or agency relationship between any of the Parent Borrower and the its Subsidiaries and any Agent or any Arranger or Lender (or their respective Affiliates) is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the any Agent or any Arranger or any Lender (or their respective Affiliates) has advised or is advising the Parent Borrower and its Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers are arm’s-length commercial transactions between the Parent Borrower and its AffiliatesSubsidiaries, on the one hand, and the Agent or Agents and the Lenders, Arrangers on the other hand, (iiiC) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivD) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent each Agent, Arranger and each Lender is and has been acting solely as a principal and, except as may otherwise be 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 any of the Borrower Borrowers or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the Agent Agents or the Arrangers or Lenders has any obligation to the any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents, the Arrangers and the Lenders and and/or their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their respective Affiliates, and none of the Agent and Agents, the Arrangers or the Lenders has any obligation to disclose any of such interests and transactions to the Borrower Borrowers or its their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower Borrowers hereby waives and releases any claims that it may have against any of the Agent Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: that (a) (ia)(i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the any services regarding this Agreement provided by the Agent and the Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or the LendersLender, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate 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 Transaction Loan Documents; and (b) (ib)(i) the Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent or the Lenders Lender has any no obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Lender and the Lenders and their respective its 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 Borrower and its Affiliates, and none of the Agent and the Lenders Lender has any no obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Agent and the Lenders Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: that (a) (ia)(i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the any services regarding this Agreement provided by the Agent and the Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or the LendersLender, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate 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 Transaction Loan Documents; and (b) ) (i) the Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent or the Lenders Lender has any no obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Lender and the Lenders and their respective its 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 Borrower and its Affiliates, and none of the Agent and the Lenders Lender has any no obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Agent and the Lenders Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of Ultimate Parent’s, the Primary Guarantor and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower Group Members and the any Agent or any other Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the any Agent or any other Lender has advised or is advising the Borrower Primary Guarantor or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender other Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Agents and the other Lenders, on the other 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 Transaction Loan Documents; and (b) (i) the Agent Agents and the other Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person; (ii) none of the Agent or Agents and the other Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents and the other 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 Borrower and its Affiliates, and none of the Agent Agents and the other Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents and the other Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the Arrangers and the Lender Lenders are arm’s-length commercial transactions between the Top Borrower and its Affiliates, on the one hand, and the Agent or Administrative Agent, the Arrangers and the Lenders, on the other hand, (iiiB) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent Administrative Agent, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Top Borrower or any of its Affiliates, or any other Person; Person in connection with the transactions contemplated hereby and by the other Loan Documents, and (iiB) none of neither the Agent or Administrative Agent, the Lenders Arrangers nor any Lender has any obligation to the Top Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Administrative Agent, the Lenders Arrangers, the Lenders, and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Top Borrower and its Affiliates, and none of neither the Agent and Administrative Agent, the Lenders Arrangers nor any Lender has any obligation to disclose any of such interests to the Top Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the each Borrower hereby waives and releases any claims that it may have against any of the Agent Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (a) (ii)(A) no fiduciary, advisory or agency relationship between the Borrower and the its Subsidiaries and any Agent or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the any such Agent or any Lender has advised or is advising the Borrower or its Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent and the Lender Agents are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Agent or the LendersAgents, on the other hand, (iiiC) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (ivD) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and , (b) (iii)(A) the Agent Agents each are and each Lender is and has have been acting solely as a principal and, except as may otherwise be 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; Person and (iiB) none of the no Agent or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Documents; Loan Documents and (iii) the Agent and the Lenders Agents and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the no Agent and the Lenders has any obligation to disclose any of such interests and transactions to the Borrower or any of its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower Borrower, on behalf of itself and the other Loan Parties, hereby waives and releases any claims that it may have against any of the Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. [Signature Pages Follow.] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and the Borrower acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (ai) (iA) no fiduciary, advisory or agency relationship between any of the Borrower and the its Subsidiaries and any Agent or any Arranger or Lender (or their respective Affiliates) is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents, irrespective of whether the any Agent or any Arranger or any Lender (or their respective Affiliates) has advised or is advising the Borrower and its Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Arrangers are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Agent or Agents and the Lenders, Arrangers on the other hand, (iiiC) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivD) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent each Agent, Arranger and each Lender is and has been acting solely as a principal and, except as may otherwise be 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 their respective Affiliates, or any other Person; Person and (iiB) none of the Agent Agents or the Arrangers or Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents, the Arrangers and the Lenders and and/or their respective Affiliates may be engaged, for their own accounts or the accounts of customers, 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 Agent and Agents, the Arrangers or the Lenders has any obligation to disclose any of such interests and transactions to the Borrower or its their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (ai) (iA) no fiduciary, advisory or agency relationship between any of the Borrower Borrower, Holdings and the Agent their respective Subsidiaries and any Agent, any Arranger, any L/C Issuer, any Lender or any Lender of their respective Affiliates is intended to be or has been created in respect of any of the transactions contemplated hereby or and by the other Transaction Loan Documents (except those relationships expressly set forth herein and in the other Loan Documents), irrespective of whether the Agent any Agent, any Arranger, any L/C Issuer, any Lender or any Lender of their respective Affiliates has advised or is advising any of the Borrower Borrower, Holdings and their respective Subsidiaries on other matters, (iiB) the arranging and other services regarding this Agreement provided by the Agent Agents, the Arrangers, the L/C Issuers, the Lenders and the Lender their respective Affiliates are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its Affiliatestheir respective Subsidiaries, on the one hand, and the Agent Agents, the Arrangers, the L/C Issuers, the Lenders or the Lendersany of their respective Affiliates, on the other hand, (iiiC) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivD) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) each of the Agent Agents, the Arrangers, the L/C Issuers, the Lenders and each Lender their respective Affiliates is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, Holdings or any of its their respective Affiliates, or any other Person; Person and (iiB) none of the Agent or Agents, the Arrangers, the L/C Issuers, the Lenders or any of their respective Affiliates has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent and Agents, the Arrangers, the L/C Issuers, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and none of the Agent and Agents, the Arrangers, the L/C Issuers, the Lenders or any of their respective Affiliates has any obligation to disclose any of such interests and transactions to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by applicable Law, each of the Borrower and Holdings hereby waives and releases any claims that it may have against any of the Agent and Agents, the Arrangers, the L/C Issuers, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Financing Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Lenders, the Issuing Banks, and the Lender Senior Facility Agent are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or the Lenders, the Issuing Banks, and the Senior Facility Agent on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Financing Documents; and (bii) (iA) each of the Lenders, Issuing Banks, and the Senior Facility Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; Person and (iiB) none of no Lender, Issuing Bank, nor the Senior Facility Agent or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Financing Documents; and (iii) each of the Agent Lenders, the Issuing Banks, and the Lenders Senior Facility Agent and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of no Lender, Issuing Bank, nor the Senior Facility Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any each of the Agent Lenders, the Issuing Banks, and the Lenders Senior Facility Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower Group Members and the Agent any Agent, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent any Agent, or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Agents and the Lenders, on the other 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 Transaction Loan Documents; and (b) (i) the Agent Agents and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent Agents or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent 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 Borrower and its Affiliates, and none of the Agent and Agents or the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Credit Agreement provided by the Agent Administrative Agent, the Arrangers and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Administrative Agent, the Arrangers and the Lenders, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Credit Documents; (ii) each of the Administrative Agent, the Arrangers and (b) (i) the Agent and each Lender Lenders 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; (iiiii) none of the Agent Administrative Agent, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether the Arrangers or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Credit Documents; and (iiiiv) each of the Agent Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agent and Administrative Agent, the Arrangers or the Lenders has any obligation to disclose any of such interests to by virtue of any advisory, agency or fiduciary relationship; and (v) the Borrower or its Affiliates. To the fullest extent permitted by applicable LawAdministrative Agent, the Borrower hereby waives and releases any claims that it may have against any of the Agent Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any breach of the transactions contemplated hereby (including any amendment, waiver or alleged breach other modification hereof or of agency any other Credit Document) and the Borrower has consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. The Borrower acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, any Affiliate thereof or fiduciary any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, the Arrangers or such Affiliate thereof were not a Lender or the Arrangers or an Affiliate thereof (or an agent or any other person with any similar role under the Credit Agreement) and without any duty to account therefor to any other Lender, the Arrangers, the Borrower or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Borrower or any Affiliate thereof for services in connection with this Credit Agreement, the Credit Extensions or otherwise without having to account for the same to any aspect other Lender, the Arrangers, the Borrower or any Affiliate of any transaction contemplated herebythe foregoing.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Parent, OP LLC and the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Parent, OP LLC, the Borrower and their respective Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Parent, the Borrower or any Subsidiary on other matters, ; (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lender Lenders are arm’s-length commercial transactions between the Parent, the Borrower and its Affiliatestheir Subsidiaries, on the one hand, and the Administrative Agent or and the Lenders, on the other hand, ; (iii) each of the Parent OP LLC and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate; and (iv) each of the Parent, OP LLC 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 Transaction Loan Documents; and (b) (i) the Administrative Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Parent, OP LLC, the Borrower or any of its Affiliatestheir Subsidiaries, or any other Person; (ii) none of neither the Administrative Agent or nor the Lenders has any obligation to the Parent, OP LLC, the Borrower or any of its Affiliates their Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent 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 Parent, OP LLC, the Borrower and its Affiliatestheir Subsidiaries, and none of neither the Administrative Agent and nor the Lenders has any obligation to disclose any of such interests to the Parent, OP LLC, the Borrower or its Affiliatestheir respective Subsidiaries. To the fullest extent permitted by applicable LawGovernmental Requirement, each of the Parent, OP LLC and the Borrower hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent and the Lender are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Agent or Agents, the Lead Arrangers, the Bookrunners and the Lenders, on the other 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, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Documents; Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, the Lead Arrangers, the Bookrunners (and (btheir respective Affiliates) (i) and the Agent and each Lender Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; , (iiiii) none of the Agents, the Lead Arrangers, the Bookrunners (or their respective Affiliates) or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Lead Arrangers, the Bookrunners (or their respective Affiliates) or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and , (iiiiv) the Agent Agents, the Lead Arrangers, the Bookrunners (and their respective Affiliates) and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the Borrower and its Affiliates, and none of the Agent and Agents, the Lead Arrangers, the Bookrunners or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Lead Arrangers, the Bookrunners (and their respective Affiliates) and the Lenders have not provided and will not 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 other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the Borrower or its Affiliatesextent they have deemed appropriate. To Each Loan Party hereby waives and releases, to the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, the Lead Arrangers, the Bookrunners (and their respective Affiliates) and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty under applicable law relating to agency and fiduciary obligations. (b) Each Loan Party acknowledges and agrees that each Lender, the Lead Arrangers, the Bookrunners and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, any Investor, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, the Lead Arrangers, the Bookrunners or Affiliate thereof were not a Lender, the Lead Arrangers, the Bookrunners or an Affiliate thereof (or an agent or any other person with any similar role under the Facilities) and without any duty to account therefor to any other Lender, the Lead Arrangers, the Bookrunners, the Borrower, any Investor or any Affiliate of the foregoing. Each Lender, the Lead Arrangers, the Bookrunners and any Affiliate thereof may accept fees and other consideration from the Borrower, any Investor or any Affiliate thereof for services in connection with this Agreement, the Facilities or otherwise without having to account for the same to any aspect other Lender, the Lead Arrangers, the Bookrunners, the Borrower, any Investor or any Affiliate of the foregoing. Some or all of the Lenders, the Lead Arrangers, the Bookrunners or an Affiliate thereof may have directly or indirectly acquired certain equity interests (including warrants) in the Borrower, an Investor or an Affiliate thereof or may have directly or indirectly extended credit on a subordinated basis to the Borrower, an Investor or an Affiliate thereof. Each party hereto, on its behalf and on behalf of its Affiliates, acknowledges and waives the potential conflict of interest resulting from any transaction contemplated herebysuch Lender, the Lead Arrangers, the Bookrunners or an Affiliate thereof holding disproportionate interests in the extensions of credit under the Facilities or otherwise acting as arranger or agent thereunder and such Lender, the Lead Arrangers, the Bookrunners or any Affiliate thereof directly or indirectly holding equity interests in or subordinated debt issued by the Borrower, an Investor or an Affiliate thereof.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), each of the Borrower Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower arranging and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (ii) the services regarding this Agreement provided by the Agent Agents, the Lead Arrangers and the Lender Lenders are arm’sarm's-length commercial transactions between the Borrower Borrowers and its their respective Affiliates, on the one hand, and the Agent or Agents, the Lead Arrangers and the Lenders, on the other hand, (iiiii) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iviii) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Agent each Agent, Lead Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its their respective Affiliates, or any other Person; person, and (ii) none of the Agent no Agent, Lead Arranger or the Lenders Lender has any obligation to the Borrower Borrowers or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiic) the Agent and Agents, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its Affiliatestheir respective Affiliates and no Agent, and none of the Agent and the Lenders Lead Arranger or Lender has any obligation to disclose any of such interests to the Borrower Borrowers or its any of their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, the each Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, the Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent and any Affiliate thereof, the Lender Arranger and Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and its their respective Affiliates, on the one hand, and Agent and, as applicable, its Affiliates (including the Agent or Arranger) and Lenders and their Affiliates (collectively, solely for purposes of this Section 10.16, the “Lenders”), on the other hand, (iiiB) the each of Borrower has and its Affiliates have consulted its own legal, accounting, regulatory and tax advisors to the extent that it has they have deemed appropriate appropriate, and (ivC) the Borrower and each other Loan Party is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (bii) (iA) the Agent and its Affiliaties (including the Arranger) and Lender each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Borrower Borrower, any other Loan Party, or any of its their respective Affiliates, or any other Person; Person and (iiB) none neither Agent, any of its Affiliates (including the Agent or the Lenders Arranger), nor any Lender has any obligation to the Borrower Borrower, any other Loan Party or any of its their Affiliates with respect to the transactions transaction contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) Agent and its Affiliates (including the Agent Arranger) and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of Borrower, the Borrower other Loan Parties and its their respective Affiliates, and none neither Agent, any of its Affiliates (including the Agent and the Lenders Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower or its Borrower, any other Loan Party of any of their respective Affiliates. To the fullest extent permitted by applicable Law, each of Borrower and the Borrower other Loan Parties hereby waives waive and releases release, any claims that it may have against Agent, any of its Affiliates (including the Agent and the Lenders Arranger) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iii)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lender Arrangers are arm’s-length arm’s‑length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Agent or Administrative Agent, the other Arrangers and the Lenders, on the other hand, (iiib) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (iii)(A) the Administrative Agent and each Lender other Arranger is and has been acting solely as a principal with respect to the Borrower or any of its Affiliates 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 such Borrower or any of its Affiliates, or any other Person; Person and (iiB) none of neither the Agent or the Lenders Administrative Agent, nor any other Arranger has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Administrative Agent and the Lenders other Arrangers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and none of neither the Agent and the Lenders Administrative Agent, nor any other Lead Arranger, has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, each of the Borrower Borrowers hereby waives and releases any claims that it may have against any of the Administrative Agent and the Lenders other Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iia)(i) the arranging and other services regarding this Agreement provided by the Agent Administrative Agent, the Arrangers and the Lender Lenders are arm’s-length commercial transactions between the Borrower and its respective Affiliates, on the one hand, and the Agent or Administrative Agent, the Arrangers and the Lenders, on the other hand, (iiiii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (iviii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (ib)(i) the Agent Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Borrower or any of its their respective Affiliates, or any other Person; , and (ii) none of the Agent Administrative Agent, any Arranger, or the Lenders any Lender has any obligation to the Borrower, any other Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iiic) the Agent and Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, 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 Agent and the Lenders Administrative Agent, any Arranger or any Lender has any obligation to disclose any of such interests to the Borrower, any other Borrower or its any of their respective Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any of the Agent and the Lenders Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Term Facility Borrower acknowledges and agrees, and acknowledges acknowledge its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower Company and the Agent its Subsidiaries and any Agent, any Lead Arranger or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether the Agent any Agent, any Lead Arranger or any Lender has advised or is advising the Borrower Company or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents, Lead Arrangers and the Lender Lenders are arm’s-length commercial transactions between the Term Facility Borrower and its respective Affiliates, on the one hand, and the Agent or Agents, the Lead Arrangers and the Lenders, on the other hand, (iii) the Borrower has Loan Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is Loan Parties are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Loan Documents; and (b) (i) the Agent Agents, the Lead Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Term Facility Borrower or any of its respective Affiliates, or any other Person; (ii) none of the Agent or Agents, the Lead Arrangers and the Lenders has any obligation to the Term Facility Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents, the Lead Arrangers 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 Term Facility Borrower and its Affiliates, and none of the Agent Agents, the Lead Arrangers and the Lenders has any obligation to disclose any of such interests to the Term Facility Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, (x) the Borrower Loan Parties hereby waives waive and releases release any claims that it they may have against any of the Agent Agents, the Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby and (y) each Loan Party agrees that it will not assert any claim against any Agent, any Lead Arranger or any Lender based on an alleged breach of fiduciary duty by such Agent, Lead Arranger or Lender in connection with this Agreement and the transactions contemplated hereby.. The Company and the Term Facility Borrower each further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Agent, Lead Arranger and Lender, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Agent, Lead Arranger or Lender may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Company, the Term Facility Borrower and other companies with which the Company or the Term Facility Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Agent, Lead Arranger, Lender 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. In addition, the Company and the Term Facility Borrower each acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Agent, Lead Arranger, Lender and their respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Company and the Term Facility Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Agent, Lead Arranger or Lender will use confidential information obtained from the Company or the Term Facility Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Company or the Term Facility Borrower in connection with the performance by such Agent, Lead Arranger or Lender of services for other companies, and no Agent, Lead Arranger or Lender will furnish any such information to other companies. The Company and the Term Facility Borrower each also acknowledges that no Agent, Lead Arranger or Lender has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Company or the Term Facility Borrower, confidential information obtained from other companies

No Advisory or Fiduciary Responsibility. 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 Transaction Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ai) (i) no fiduciary, advisory or agency relationship between the Borrower and the Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Documents, irrespective of whether the Agent or any Lender has advised or is advising the Borrower on other matters, (iiA) the arranging and other services regarding this Agreement provided by the Agent Agent, the Lenders and the Lender Active Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Agent, the LendersLenders and the Active Arrangers, on the other hand, (iiiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate appropriate, and (ivC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Transaction Credit Documents; and (bii) (iA) the Agent Agent, each Lender and each Lender Arranger 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; Person and (iiB) none of neither the Agent or the Lenders nor any Lender nor any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Credit Documents; and (iii) the Agent Agent, the Lenders and the Lenders Active Arrangers and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of neither the Agent and the Lenders nor any Lender nor any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agent, the Lenders and the Lenders Active Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Vice President and Treasurer Lenders: U.S. BANK NATIONAL ASSOCIATION individually in its capacity as a Lender and as Agent By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ Chi-▇▇▇▇▇ ▇▇▇▇ Name: Chi-▇▇▇▇▇ ▇▇▇▇ Title: Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Deputy General Manager Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Director Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: DIRECTOR Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Secretary Treasury Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Title: Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Portfolio Manager Signature Page to Integrys Energy Group Five Year Credit Agreement. By: /s/ Chu-I Hung Name: Chu-I Hung Title: VP & General Manager U.S. Bank National Association 7.750000000000% $49,212,500.00 The Bank of Tokyo-Mitsubishi UFJ, Ltd. 3.875000000000% $24,606,250.00 Union Bank, N.A. 3.875000000000% $24,606,250.00 JPMorgan Chase Bank, N.A. 7.750000000000% $49,212,500.00 KeyBank National Association 7.750000000000% $49,212,500.00 Mizuho Corporate Bank, Ltd. 7.750000000000% $49,212,500.00 The Bank of Nova Scotia 7.▇▇▇▇▇▇▇▇▇▇▇▇% $49,212,500.00 CoBank ACB 7.▇▇▇▇▇▇▇▇▇▇▇▇% $47,625,000.00 ▇▇▇▇▇ Fargo, N.A. 5.750000000000% $36,512,500.00 Bank of America, N.A. 5.250000000000% $33,337,500.00 Deutsche Bank AG New York Branch 5.000000000000% $31,750,000.00 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. 4.500000000000% $28,575,000.00 ▇▇▇▇▇▇▇ Sachs Bank USA 4.500000000000% $28,575,000.00 The Northern Trust Company 4.500000000000% $28,575,000.00 National Cooperative Services Corporation 4.500000000000% $28,575,000.00 The Huntington National Bank 4.250000000000% $26,987,500.00 Associated Bank, N.A. 2.250000000000% $14,287,500.00 PNC Bank, National Association 2.250000000000% $14,287,500.00 Fifth Third Bank 2.250000000000% $14,287,500.00 ▇▇▇▇▇ ▇▇▇ Commercial Bank, Ltd. 1.000000000000% $6,350,000.00 100.000000000000% $635,000,000.00 Integrys Five Year Credit Agreement

No Advisory or Fiduciary Responsibility. 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 Transaction Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Agent, the Agent Issuing Bank, or any other Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Transaction Loan Documents, irrespective of whether any Agent, the Agent Issuing Bank or any other Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent Agents, the Issuing Bank and the Lender other Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent or Agents, the Issuing Banks and the other Lenders, on the other 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 Transaction Loan Documents; and (b) (i) the Agent Agents, the Issuing Bank and the other Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person; (ii) none of the Agent or Agents, the Issuing Bank and the other Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Transaction Loan Documents; and (iii) the Agent Agents, the Issuing Bank and the other 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 Borrower and its Affiliates, and none of the Agent Agents, the Issuing Bank and the other Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Lawlaw, the Borrower hereby waives and releases any claims that it may have against any of the Agent Agents, the Issuing Bank and the other Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated this Agreement and the credit facilities established hereby.