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 Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, # such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and # such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders, each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower or any of its Affiliates, or any other Person and # none of the Administrative Agent, the Arrangers or the Lenders has any obligation to 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 Loan Documents; and # the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and none of the Administrative Agent, the Arrangers or the Lenders has any 885707.04-LACSR02A - MSW

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 Loan Document), eachthe Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders, are arm’s-length commercial transactions between the BorrowersBorrower and theirits Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, # suchthe Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and # suchthe Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangerseach Arranger 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 anythe Borrower or any of its Affiliates, or any other Person and # none ofneither the Administrative Agent, the Arrangers or the LendersArranger, nor any Lender has any obligation to anythe Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Administrative Agent, the Arrangers andArrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowersBorrower and theirits Affiliates, and none ofneither the Administrative Agent, the Arrangers or the Lendersany Arranger, nor any Lender has any 885707.04-LACSR02A - MSWobligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any 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.

Section # No Advisory or Fiduciary Responsibility. In connection with all aspects of each transactionTransaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), eachthe Borrower acknowledges and agrees, and acknowledges its Affiliates’Subsidiaries’ understanding, that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersArrangers, the Issuing Banks and the Lenders,Lenders are arm’arm’s-length commercial transactions between the BorrowersBorrower and theirits Affiliates, on the one hand, and the Administrative Agent, the ArrangersArrangers, the Issuing Banks and the Lenders, on the other hand, # suchthe Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and # suchthe Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactionsTransactions contemplated hereby and by the other Loan Documents; (ii) (A)(b) (i) each of the Administrative Agent, the Issuing Banks, the Arrangers and the Lenders, eachLenders 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 anythe Borrower or any of its Affiliates,Subsidiaries, or any other Person and # none ofneither the Administrative Agent, the Arrangers or the Lendersany Issuing Bank, any Arranger nor any ​ has any obligation to anythe Borrower or any of its Affiliates with respect to the transactionsTransactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Administrative Agent, the ArrangersIssuing Banks, each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowersBorrower and theirits Affiliates, and none of the Administrative Agent, the Arrangersany Issuing Bank, any Arranger or the Lendersany ​ has any 885707.04-LACSR02A - MSWobligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Arranger or any ​, on the one hand, and the Borrower, any of its Subsidiaries, or their respective equityholders or Affiliates, on the other.

Section # 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 Loan Document), the Borrower and each Borrowerother Loan Party acknowledges and agrees,agrees and acknowledges its Affiliates’ understanding, that:understanding that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent,Agent and/or the Arrangers and the Lenders,Lenders are arm’s-length commercial transactions between the BorrowersBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersAgent and the Lenders, on the other hand, # sucheach of the Borrower hasand the other Loan Parties have consulted itstheir own legal, accounting, regulatory and tax advisors to the extent it hasthey have deemed appropriate, and # suchthe Borrower and each other Loan Party is capable of evaluating,evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the ArrangersAgent and the Lenders, eachLenders 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 Borrowerother Loan Party or any of itstheir respective Affiliates, or any other PersonPerson, and # none ofneither the Administrative Agent, the Arrangers or the LendersAgent nor any Lender has any obligation to the Borrower, any Borrowerother Loan Party or any of itstheir Affiliates with respect to the transactionstransaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowersBorrower, the other Loan Parties and their respective Affiliates, and noneeach of the Administrative Agent, the Arrangers orAgent and the Lenders has no obligation to disclose any 885707.04-LACSR02A - MSWof such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent 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.

Section # 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 Loan Document), the Borrower and each Borrowerother Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A)# the credit facility provided for hereunder and any related arranging andor other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders,in connection therewith are arm’s-length commercial transactions between the BorrowersBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersArrangers, and the Lenders,Lenders on the other hand, # suchand the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and # such Borrowereach other Loan Party 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 Loan Documents; (ii) (A)Documents (including any amendment, waiver or other modification hereof or thereof); # in connection with the process leading to such transaction, the Administrative Agent, the ArrangersAgent and the Lenders, each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing byand is not the relevant parties, has not been, is not, and will not be acting as anfinancial advisor, agent or fiduciary, for the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors (other than acting as Administrative Agent for the Lenders hereunder) or employees or any other Person; # neither the Administrative Agent nor any Arranger has assumed or will assume an advisory, agency or fiduciary for anyresponsibility in favor of the Borrower or any other Loan Party with respect to any of its Affiliates,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 Borrower, any other PersonLoan Party or any of their respective Affiliates on other matters) and # none ofneither the Administrative Agent, the Arrangers or the LendersAgent nor any Arranger has any obligation to the Borrower, any Borrowerother Loan Party or any of itstheir respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowersBorrower, the other Loan Parties and their respective Affiliates, and noneneither the Administrative Agent nor any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and # neither the Administrative Agent nor any Arranger has provided or 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 each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower and the other Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent,Agent and the Arrangers with respect to any breach or the Lenders has any 885707.04-LACSR02A - MSWalleged breach of agency or fiduciary duty.

Section # 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 Loan Document), each BorrowerLoan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding,agrees that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders,Lenders are arm’s-length commercial transactions between the BorrowersCompany and their Affiliates,its Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers and the Lenders,Lenders on the other hand, # such BorrowerLoan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and # such BorrowerLoan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A)(b) (i) each of the Administrative Agent, the Arrangers and the Lenders, each is andLenders 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 any Borrowerthe Company or any of its Affiliates,Subsidiaries, or any other Person and # none ofneither the Administrative Agent, the Arrangers ornor the Lenders hashave any obligation to any Borrowerthe Company or any of its AffiliatesSubsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowersCompany and their Affiliates,its Subsidiaries, and none of the Administrative Agent, the Arrangers ornor the Lenders hashave any 885707.04-LACSR02A - MSWobligation to disclose any of such interests to the Company or its Subsidiaries. To the fullest extent permitted by Law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledgesthe Borrowers acknowledge and agrees,agree, and acknowledges itstheir Affiliates’ understanding, that: (i) (A)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders,Lenders are arm’s-length commercial transactions between the BorrowersBorrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, # such Borrowereach of the Borrowers and the other Loan Parties has consulted with its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and # sucheach Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A)(A) the Administrative Agent, the Arrangers and the Lenders,Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, any Borrowerother Loan Party or any of itstheir respective Affiliates, or any other Person and # none ofneither the Administrative Agent,Agent nor the Arrangers ornor the Lenders has any obligation to the Borrowers, any Borrowerother Loan Party or any of itstheir respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor the Arrangers nor the Lenders has any obligation to disclose any of such interests to the Borrowers, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and their Affiliates,the other Loan Parties hereby waives and none ofreleases any claims that it may have against the Administrative Agent, the Arrangers orand the Lenders haswith respect to any 885707.04-LACSR02A - MSWbreach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower, and each Borrowerother Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersArranger and the Lenders,Lenders and their respective Affiliates are arm’s-length commercial transactions between the BorrowersBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersArranger and the Lenders,Lenders and their respective Affiliates, on the other hand, # sucheach of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and # suchthe Borrower isand each other Loan Party are capable of evaluating, and understandsunderstand and accepts,accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A)(b) (i) the Administrative Agent, the ArrangersArranger and the Lenders,each Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciaryfiduciary, for the Borrower, any Borrowerother Loan Party or any of itstheir respective Affiliates, or any other Person and # none ofneither the Administrative Agent, the Arrangers or the LendersArranger, nor any Lender nor any of their respective Affiliates has any obligation to the Borrower, any Borrowerother Loan Party or any of itstheir respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Administrative Agent, the ArrangersArranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowersBorrower, the other Loan Parties and their respective Affiliates, and none ofneither the Administrative Agent, the ArrangersArranger, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger, the Lenders hasand their respective Affiliates with respect to any 885707.04-LACSR02A - MSWbreach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower and each other Borrower Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A)(a)(i) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the ArrangersAgent and the Lenders,Arrangers, are arm’s-length commercial transactions between the BorrowersBorrower, each other Borrower Party and their respective Affiliates, on the one hand, and the Administrative Agent, the ArrangersAgent and the Lenders,Arrangers, on the other hand,hand; # such Borrower and each other Borrower Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,appropriate; and # such Borrower and each other Borrower Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the(b)(i) Administrative Agent, the ArrangersAgent and the Lenders,Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower or any other Borrower Party or any of itstheir respective Affiliates, or any other PersonPerson; and # none ofneither Administrative Agent nor the Administrative Agent, the Arrangers or the Lenders has any obligation to any Borrower or any other Borrower Party or any of itstheir respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Administrative Agent, the Arrangerseach Lender and the LendersArrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowersBorrower or any other Borrower Party and their respective Affiliates, and none of theneither Administrative Agent,Agent nor the Arrangers or the Lenders has any 885707.04-LACSR02A - MSWobligation to disclose any of such interests to Borrower or any other Borrower Party or any of their respective Affiliates. To the fullest extent permitted by law, Borrower and each other Borrower Party hereby waives and releases any claims that it may have against Administrative Agent and the 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 Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding,agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersAgent and the Lenders,Arranger, and the other Lead Arranger(s) and Lenders are arm’s-s‑length commercial transactions between the BorrowersBorrower and their Affiliates, on the one hand, and the Administrative Agent, the ArrangersMulticurrency Administrative Agent, the Arranger and the other Lead Arranger(s) and the Lenders, on the other hand, # suchthe Borrower hashave consulted itstheir own legal, accounting, regulatory and tax advisors to the extent it hasthey have deemed appropriate, and # sucheach Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the ArrangersMulticurrency Administrative Agent, the Arranger and the Lenders,each other Lead Arranger and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower or any of its Affiliates, or any other Person and # none ofneither the Administrative Agent, the ArrangersMulticurrency Administrative Agent, the Arranger nor any other Lead Arranger or the LendersLender has any obligation to 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 Loan Documents; and # the Administrative Agent, the ArrangersMulticurrency Administrative Agent, the Arranger and the other Lead Arranger(s) and Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowersBorrower and their Affiliates, and none ofneither the Administrative Agent, the ArrangersMulticurrency Administrative Agent, the Arranger nor any other Lead Arranger or Lender has any obligation to disclose any of such interests to any Borrower or its Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Multicurrency Administrative Agent, the Arranger and the other Lead Arranger(s) and the Lenders haswith respect to any 885707.04-LACSR02A - MSWbreach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.