Common use of Advisory or Fiduciary Responsibility Clause in Contracts

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 Credit Document), each of the Borrowers and the other Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and the Joint Lead Arrangers are arm’s-length commercial transactions between the Borrowers, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Joint Lead Arrangers, on the other hand, (B) each of the Borrowers and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrowers and the other Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent and the Joint Lead 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 the Borrowers, any other Credit Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Joint Lead Arranger has any obligation to the Borrowers, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iii) the Administrative Agent and the Joint Lead Arrangers 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 Credit Parties and their respective Affiliates, and neither the Administrative Agent nor any of the Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrowers, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent and any of the Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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 Credit Document), each of the Borrowers and the other Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and Agent, the Joint Lead Arrangers Arrangers, the Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrowers, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent and Agent, the Joint Lead Arrangers, the Lenders and their respective Affiliates, on the other hand, (Bii) each of the Borrowers and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Borrowers and the other Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (iib)(i) (A) the Administrative Agent and Agent, the Joint Lead Arrangers Arrangers, the Lenders and 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 fiduciary for the Borrowers, any other Credit Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent nor Agent, any Joint Lead Arranger Arranger, any Lender nor any of their respective Affiliates has any obligation to the Borrowers, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iiic) the Administrative Agent and Agent, the Joint Lead Arrangers Arrangers, the Lenders and their respective Affiliates 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 Credit Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any of the Joint Lead Arrangers Arrangers, any of the Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrowers, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent and Agent, any of the Joint Lead Arrangers Arrangers, any of the Lenders or any of 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.

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 Credit Document), each of the Borrowers and the other Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and the Joint Lead Arrangers are arm’s-length commercial transactions between the Borrowers, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Joint Lead Arrangers, on the other hand, (B) each of the Borrowers and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrowers and the other Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent and the Joint Lead 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 the Borrowers, any other Credit Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Joint Lead Arranger has any obligation to the Borrowers, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iii) the Administrative Agent and the Joint Lead Arrangers 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 Credit Parties and their respective Affiliates, and neither the Administrative Agent nor any of the Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrowers, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent and any of the Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 107

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 Credit Loan Document), each of the Borrowers and the other Credit Parties 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 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 Loan Documents, irrespective of whether the Arranger, the Administrative Agent, or any Lender has advised or is advising the Borrower or any subsidiary on other matters other than the obligations of good faith and fair dealing, (Aii) the arranging and other services BN 72497947v7 regarding this Credit Agreement provided by the Arranger, the Administrative Agent Agent, and the Joint Lead Arrangers Lenders are arm’s-length commercial transactions between the Borrowers, each other Credit Party Borrower and their respective its Affiliates, on the one hand, and the Arranger, the Administrative Agent Agent, and the Joint Lead ArrangersLenders, on the other hand, (Biii) each of the Borrowers and the other Credit Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) each of the Borrowers and the other Credit Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Loan Documents; and (iib) (Ai) the Arranger, the Administrative Agent Agent, and the Joint Lead Arrangers 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 other Credit Party Borrower or any of their respective its Affiliates, or any other Person and Person; (Bii) neither none of the Arranger, the Administrative Agent nor any Joint Lead Arranger Agent, and the Lenders has any obligation to the Borrowers, any other Credit Party Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Loan Documents; and (iii) the Arranger, the Administrative Agent Agent, and the Joint Lead Arrangers Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Credit Parties Borrower and their respective its Affiliates, and neither none of the Arranger, the Administrative Agent nor any of Agent, and the Joint Lead Arrangers Lenders has any obligation to disclose any of such interests to the Borrowers, any other Credit Party Borrower or any of their respective its Affiliates. To the fullest extent permitted by lawLaw, each of the Borrowers and the other Credit Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent and any of the Joint Lead Arrangers 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.

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 Credit Financing Document), each of the Borrowers and the other Credit Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and the Joint Lead Arrangers Lenders are arm’s-length commercial transactions between the Borrowers, each other Credit Party Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the Joint Lead ArrangersLenders, on the other hand, (B) each of the Borrowers and the other Credit Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrowers and the other Credit Parties [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION. Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Financing Documents; (ii) (A) the Administrative Agent and the Joint Lead 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 Borrowers, any other Credit Party Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent nor any Joint Lead Arranger Lender has any obligation to the Borrowers, any other Credit Party Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Financing Documents; and (iii) the Administrative Agent and the Joint Lead Arrangers 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 Credit Parties Borrower and their respective its Affiliates, and neither the Administrative Agent nor any of the Joint Lead Arrangers Lender has any obligation to disclose any of such interests to the Borrowers, any other Credit Party Borrower or any of their respective its Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Credit Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent and or any of the Joint Lead Arrangers Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, amendment and restatement, waiver or other modification hereof or of any other Credit Loan Document), each of the Borrowers Holdings and the other Credit Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent Agent, the Arranger, and the Joint Lead Arrangers Lenders are arm’s-length commercial transactions between the BorrowersBorrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger, and the Joint Lead ArrangersLenders, on the other hand, (B) each of the Borrowers Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each of the Borrowers and the other Credit Parties Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Loan Documents; (ii) (A) the Administrative Agent Agent, the Arranger and the Joint Lead 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, 123 agent or fiduciary for the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent Agent, the Arranger nor any Joint Lead Arranger Lender has any obligation to the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Loan Documents; and (iii) the Administrative Agent Agent, the Arranger and the Joint Lead Arrangers 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent Agent, the Arranger, nor any of the Joint Lead Arrangers Lender has any obligation to disclose any of such interests to the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower, Holdings and the each other Credit Parties Loan Party hereby waives and releases any claims that it may have against the Administrative Agent and Agent, the Arranger or any of the Joint Lead Arrangers Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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 Credit Document), each of the Borrowers and the other Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and Agent, the Joint Lead Arrangers Arrangers, the Lenders and their respective Affiliates are arm’s-arm’s- length commercial transactions between the Borrowers, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent and Agent, the Joint Lead Arrangers, the Lenders and their respective Affiliates, on the other hand, (Bii) each of the Borrowers and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Borrowers and the other Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (iib)(i) (A) the Administrative Agent and Agent, the Joint Lead Arrangers Arrangers, the Lenders and 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 fiduciary for the Borrowers, any other Credit Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent nor Agent, any Joint Lead Arranger Arranger, any Lender nor any of their respective Affiliates has any obligation to the Borrowers, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iiic) the Administrative Agent and Agent, the Joint Lead Arrangers Arrangers, the Lenders and their respective Affiliates 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 Credit Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any of the Joint Lead Arrangers Arrangers, any of the Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrowers, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent and Agent, any of the Joint Lead Arrangers Arrangers, any of the Lenders or any of 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.

Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other 103 modification hereof or of any other Credit Loan Document), the Borrower and each of the Borrowers and the other Credit Parties Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent Agent, each Joint Lead Arranger, each Joint Book Running Manager and the Joint Lead Arrangers Syndication Agent are arm’s-length commercial transactions between the BorrowersBorrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent Agent, each Joint Lead Arranger, each Joint Book Running Manager and the Joint Lead ArrangersSyndication Agent, on the other hand, (B) each of the Borrowers Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each of the Borrowers and the other Credit Parties Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Loan Documents; (ii) (Aii)(A) the Administrative Agent Agent, each Joint Lead Arranger, each Joint Book Running Manager and the Joint Lead Arrangers Syndication Agent 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 BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor Agent, any Joint Lead Arranger Arranger, any Joint Book Running Manager nor the Syndication Agent has any obligation to the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Loan Documents; and (iii) the Administrative Agent Agent, each Joint Lead Arranger, each Joint Book Running Manager and the Joint Lead Arrangers Syndication Agent 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any of the Joint Lead Arrangers Arranger, any Joint Book Running Manager nor the Syndication Agent has any obligation to disclose any of such interests to the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each of the Borrowers and the other Credit Parties Loan Party hereby waives and releases any claims that it may have against the Administrative Agent and any of the Agent, each Joint Lead Arrangers Arranger, each Joint Book Running Manager and the Syndication Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby by any Loan Document, Borrowers acknowledge and agree that (including in connection with a)(i) this credit facility and any amendment, waiver arranging or other modification hereof services by Agent, any Lender, any of their Affiliates or of any other Credit Document), each of the Borrowers and the other Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and the Joint Lead Arrangers arranger are arm’s-length commercial transactions between the Borrowers, each other Credit Party Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent and the Joint Lead ArrangersAgent, any Lender, any of their Affiliates or any arranger, on the other hand, ; (Bii) each of the Borrowers and the other Credit Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, ; and (Ciii) each of the Borrowers and the other Credit Parties is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Loan Documents; (iib) (A) the Administrative Agent each of Agent, Lenders, their Affiliates and the Joint Lead Arrangers each any 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 Borrowers, any other Credit Party or any of their respective Affiliates, Affiliates or any other Person Person, and (B) neither the Administrative Agent nor any Joint Lead Arranger has any no obligation to the Borrowers, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby by the Loan Documents except those obligations as expressly set forth herein and in the other Credit Documentstherein; and (iiic) the Administrative Agent Agent, Lenders, their Affiliates and the Joint Lead Arrangers and their respective Affiliates any arranger may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Credit Parties Borrowers and their respective Affiliates, and neither the Administrative Agent nor any of the Joint Lead Arrangers has any have no obligation to disclose any of such interests to the Borrowers, any other Credit Party Borrowers or any of their respective Affiliates. To the fullest extent permitted by lawApplicable Law, each of the Borrowers and the other Credit Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agent, Lenders, their Affiliates and any of the Joint Lead Arrangers arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyby a Loan Document.

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 Credit Loan Document), the Borrower and each of the Borrowers and the other Credit Parties Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent Agent, each Joint Lead Arranger, each Joint Book Running Manager and the Joint Lead Arrangers Syndication Agent are arm’s-length commercial transactions between the BorrowersBorrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent Agent, each Joint Lead Arranger, each Joint Book Running Manager and the Joint Lead ArrangersSyndication Agent, on the other hand, (B) each of the Borrowers Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each of the Borrowers and the other Credit Parties Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Loan Documents; (ii) (Aii)(A) the Administrative Agent Agent, each Joint Lead Arranger, each Joint Book Running Manager and the Joint Lead Arrangers Syndication Agent 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 BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor Agent, any Joint Lead Arranger Arranger, any Joint Book Running Manager nor the Syndication Agent has any obligation to the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Loan Documents; and (iii) the Administrative Agent Agent, each Joint Lead Arranger, each Joint Book Running Manager and the Joint Lead Arrangers Syndication Agent 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any of the Joint Lead Arrangers Arranger, any Joint Book Running Manager nor the Syndication Agent has any obligation to disclose any of such interests to the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each of the Borrowers and the other Credit Parties Loan Party hereby waives and releases any claims that it may have against the Administrative Agent and any of the Agent, each Joint Lead Arrangers Arranger, each Joint Book Running Manager and the Syndication Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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 Credit Loan Document), the Borrower and each of the Borrowers and the other Credit Parties Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and the Joint Lead Arrangers are arm’s-length commercial transactions between the BorrowersBorrower , each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Joint Lead Arrangers, on the other hand, (B) each of the Borrowers Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each of the Borrowers and the other Credit Parties Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Loan Documents; (ii) (Aii)(A) the Administrative Agent and the Joint Lead 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 the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Joint Lead Arranger the Arrangers has any obligation to the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Loan Documents; and (iii) the Administrative Agent and the Joint Lead Arrangers 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any of the Joint Lead Arrangers has any obligation to disclose any of such interests to the BorrowersBorrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and the other Credit Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and any of the Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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 Credit Loan Document), each of the Borrowers and the other Credit Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent Agent, the Arrangers, and the Joint Lead Arrangers Lenders are arm’s-length commercial transactions between the Borrowers, each other Credit Party such Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers, and the Joint Lead ArrangersLenders, on the other hand, (B) each of the Borrowers and the other Credit Parties such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrowers and the other Credit Parties such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Loan Documents; (ii) (A) the Administrative Agent Agent, the Arrangers and the Joint Lead Arrangers 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 other Credit Party such Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, any Arranger nor any Joint Lead Arranger Lender has any obligation to the Borrowers, any other Credit Party Borrower or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Loan Documents; and (iii) the Administrative Agent and Agent, the Joint Lead Arrangers Arrangers, the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Credit Parties such Borrower and their respective its Affiliates, and neither ​ ​ ​ the Administrative Agent Agent, any Arranger, nor any of the Joint Lead Arrangers Lender has any obligation to disclose any of such interests to the Borrowers, any other Credit Party such Borrower or any of their respective its Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Arrangers and any of the Joint Lead Arrangers Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.