Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation 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 or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders and the Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Joint Lead Arrangers, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger Lender and each Lender of 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 Borrower or any of Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or nor any Joint 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 Loan Documents; and (c) the Administrative Agent, the Arrangers Lenders and the Lenders 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 Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or nor any Joint Lead Arranger has any obligation 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, releases any claims that it may have against the Administrative Agent Agent, the Lenders or any Lender or Arranger 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.

No Advisory or Fiduciary Relationship. 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 Investment Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersAthyrium, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Athyrium and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Investment Documents; (b)(i) the Administrative Agent, each Arranger Athyrium 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or 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 Loan Investment Documents; and (c) the Administrative Agent, the Arrangers Athyrium and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, Athyrium nor any Lender or Arranger has any obligation 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 Agent, Athyrium or any Lender or 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 Relationship. 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 Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lenders and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Joint Lead Arrangers, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (b)(iii) (A) each of the Administrative Agent, each Arranger the Lenders and each Lender Joint 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or Arranger Joint Lead Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (ciii) the Administrative Agent, the Arrangers each Lender and the Lenders each Joint Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or any 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersLead Arranger, and the Lenders other Agents are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders other Agents, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) the Administrative Agent, the Lead Arranger, and the other Agents 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person person and (iiB) neither the Administrative Agent Agent, the Lead Arranger, nor any Lender or Arranger of the other Agents has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers Lead Arranger, and the Lenders other Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, the Lead Arranger, nor any Lender or Arranger of the other Agents has any obligation 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, releases any claims that it may have against the Administrative Agent or any Lender or Arranger Agent, the Lead Arranger, and the other Agents 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Calculation Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent, the Arrangers Calculation Agent and the Lenders Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) each of the Administrative Agent, each Arranger the Calculation 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person Person, and (ii) neither none of the Administrative Agent, the Calculation Agent nor or any Lender or Arranger 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 Loan Documents; and (c) each of the Administrative Agent, the Arrangers Calculation Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, the Calculation Agent nor any Lender or Arranger of the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent Agent, the Calculation Agent, each of the Lenders or any Lender or Arranger 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Parent and the Company acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower Parent, the Company, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Arrangers, on the other hand, (iiB) each of the Borrower Parent, the Company, and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower Parent, the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii)(A) the Administrative Agent, each Arranger Lender, each Issuing Bank 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Parent, the Company, any other Loan Party, or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent Agent, any Lender, any Issuing Bank nor any Lender or Arranger has any obligation to the Borrower Parent, the Company, any other Loan Party, or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender, each Issuing Bank and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Parent, the Company, the other Loan Parties, and its their respective Affiliates, and neither the Administrative Agent Agent, any Lender, any Issuing Bank nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Parent, the Company, any other Loan Party, or its any of their respective Affiliates. To the fullest extent permitted by lawApplicable Law, each of the Parent, the Borrower Company, and the other Loan Parties hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or Agent, each Lender, each Issuing Bank and each 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders Lenders, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) the Administrative Agent, each 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (iiB) neither the Administrative Agent Agent, any Arranger nor any Lender or 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 Loan Documents; and (ciii) the Administrative Agent, the Arrangers and 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 Borrower and its Affiliates, and neither the Administrative Agent Agent, any Arranger nor any Lender or Arranger has any obligation 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, releases any claims that it may have against the Administrative Agent or Agent, any Arranger and any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers, Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative AgentAgents, the Arrangers and the Lenders Lenders, on the other hand, (iiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) the Administrative AgentAgents, the Arrangers and the Lenders 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Loan Parties or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent any Agent, any Arranger nor any Lender or Arranger has any obligation to the Borrower 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 Loan Documents; and (ciii) the Administrative AgentAgents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and neither the Administrative Agent any Agent, any Arranger nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower or its Loan Parties and their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrower Loan Parties hereby waives and releases, releases any claims that it may have against the Administrative Agent any Agent, any Arranger or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders other Lender Parties are arm’s-length commercial transactions between the Borrower and its AffiliatesAffiliates (including Issuer), on the one hand, and the Administrative Agent, the Arrangers other Lender Parties and the Lenders their respective Affiliates, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger Agent and each other Lender Party 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of its Affiliates (including Issuer), or any other Person and (ii) neither the Administrative Agent nor any and the other Lender or Arranger has any Parties have no obligation to the Borrower or any of its Affiliates (including Issuer) with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders other Lender Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesAffiliates (including Issuer), and neither the Administrative Agent nor any and the other Lender or Arranger has any obligation Parties have no obligations to disclose any of such interests to the Borrower or any of its AffiliatesAffiliates (including Issuer). To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or Agent, any other Lender or Arranger Party 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 Relationship. 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 The Company acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (a)(ia) the arranging and other services regarding sales price of the Shares to be sold pursuant to this Agreement provided will not be established by the Administrative Agent, the ArrangersForward Seller or the Forward Purchaser, (b) the determination of the discounts and the Lenders are commissions to be paid pursuant to this Agreement is an arm’s-length commercial transactions transaction between the Borrower and its AffiliatesCompany, on the one hand, and the Administrative Agent, the Arrangers Forward Seller and the Lenders Forward Purchaser, on the other hand, (iic) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions in connection with any sale contemplated hereby and by the other Loan Documents; (b)(i) the Administrative process leading to any such transaction, each of Agent, each Arranger the Forward Seller and each Lender the Forward Purchaser is and has been acting solely as a sales agent and/or principal andin connection with the purchase and sale of the Shares and none of Agent, except as expressly agreed in writing by the relevant partiesForward Seller or the Forward Purchaser is the fiduciary of the Company, has not beenor its stockholders, is not and will not be acting as an advisorcreditors, agent or fiduciary, for the Borrower or any of Affiliates employees or any other Person party, (d) Agent, the Forward Seller and the Forward Purchaser have not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any sale contemplated hereby or the process leading thereto (iiirrespective of whether Agent, the Forward Seller or the Forward Purchaser have advised or are currently advising the Company on other matters) neither and Agent, the Administrative Agent nor any Lender or Arranger has Forward Seller and the Forward Purchaser do not have any obligation to the Borrower or any of its Affiliates Company with respect to the transactions any sale contemplated hereby except those the obligations expressly set forth herein and in the other Loan Documents; and this Agreement, (ce) the Administrative Agent, the Arrangers and Forward Seller, the Lenders Forward Purchaser and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesCompany, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law(f) Agent, the Borrower hereby waives Forward Seller and releasesthe Forward Purchaser have not provided any legal, any claims that it may have against the Administrative Agent accounting, regulatory or any Lender or Arranger tax advice with respect to any breach or alleged breach of agency or fiduciary duty sale contemplated hereby and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with any aspect the offering (irrespective of whether Agent, the Forward Seller or the Forward Purchaser have advised or are currently advising the Company on related or other matters). The Company agrees that it will not claim that Agent, the Forward Seller or the Forward Purchaser have rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the Company, in connection with such transaction contemplated herebyor the process leading thereto.

No Advisory or Fiduciary Relationship. 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 Company acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower Company and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers, on the other hand, (ii) the Borrower Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it they has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) each of the Administrative Agent, each Arranger the Joint Lead Arrangers 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, fiduciary for the Borrower Company or any of its Affiliates or any other Person and (ii) neither none of the Administrative Agent nor Agent, any Joint Lead Arranger or any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and Joint Lead 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 Borrower Company and its Affiliates, and neither the Administrative Agent nor any Lender or Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower Company or its Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or Joint 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and BAS, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and BAS, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, Agent and BAS 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger BAS has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers Agent and the Lenders BAS and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger BAS has any obligation 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 or any Lender or Arranger BAS 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 Relationship. 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 each Obligor acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesObligors, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers, on the other hand, (ii) the Borrower each Obligor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower each Obligor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger Agent and each Lender is the Joint Lead Arrangers are and has have been acting solely as a principal principals 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 advisoradvisors, agent agents or fiduciaryfiduciaries, for the Borrower or any of Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Joint 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 Loan Documents; and (c) the Administrative Agent, the Arrangers Agent and the Lenders 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 Borrower and its AffiliatesObligors, and neither the Administrative Agent nor any Lender or Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower or its AffiliatesObligors. To the fullest extent permitted by law, the Borrower each Obligor hereby waives and releases, any claims that it may have against the Administrative Agent or any Lender or Joint 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 Relationship. 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 Margin Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders and their respective Affiliates, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Margin Loan DocumentsDocument; (b)(i) the each of Administrative Agent, each Arranger Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing herein or otherwise by the relevant parties, has not been, is not not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (ii) neither the each of Administrative Agent nor any and each Lender or Arranger 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 Margin Loan DocumentsDocument; and (c) the Administrative Agent, the Arrangers Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the each of Administrative Agent nor any and each Lender or Arranger has any obligation no obligations to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender the Lenders or Arranger 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 Relationship. 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 Facility Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders Agent are arm’s-length commercial transactions between the Parents, General Partner, Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and its Affiliates, the Arrangers and the Lenders on the other hand, (ii) the Borrower Borrower, General Partner and each Parent has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower Borrower, General Partner and each Parent is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Facility Documents; (b)(i) the Administrative Agent, each Arranger and each Lender Agent 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 not, and will not be acting as an advisor, agent or fiduciaryfiduciary for any Parent, for the General Partner, Borrower or any of Affiliates their respective Affiliates, or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger has Agents have no any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Facility Documents; and (c) the Administrative Agent, the Arrangers each Agent and the Lenders and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Parents, General Partner, Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation no obligations to disclose any of such interests to the any Parent, General Partner, Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or Arranger 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 Relationship. 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 Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (b)(iii) (A) each of the Administrative Agent, the Lenders and 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or 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 Loan Credit Documents; and (ciii) the Administrative Agent, the Arrangers each Lender and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or any 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 Relationship. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, 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 Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and BAS, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (b)(iii) in connection with the process leading to such transaction, the Administrative Agent, Agent and BAS 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, and is not and will not be acting as an the financial advisor, agent or fiduciary, for the Borrower or any of Affiliates Affiliates, stockholders, creditors or employees or any other Person and Person; (iiiii) neither the Administrative Agent nor BAS has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any Lender of the transactions contemplated hereby or Arranger 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 BAS has advised or is currently advising the Borrower or any of its Affiliates on other matters) and neither the Administrative Agent nor BAS has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (civ) the Administrative Agent, the Arrangers Agent and the Lenders BAS and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger BAS has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and BAS 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 law, the Borrower hereby waives and releases, any claims that it may have against the Administrative Agent or any Lender or Arranger BAS 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 Relationship. 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 Company and each other Loan Party hereto acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower Company, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders Lenders, on the other hand, (iiB) each of the Borrower Company and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) the Administrative Agent, each Arranger the Arrangers 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Company, any other Loan Party or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent Agent, the Arrangers nor any Lender or Arranger has any obligation to the Borrower Company, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Company, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent Agent, the Arrangers, nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Company, any other Loan Party or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Company and each other Loan Party hereby waives and releases, releases any claims that it may have against the Administrative Agent Agent, the Arrangers or any Lender or 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 Relationship. 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 Related Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ia) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lender and the Lenders any Affiliate thereof are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative AgentLender and its Affiliates, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Related Documents; (b)(ib) (i) the Administrative Agent, Lender and its Affiliates 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 not, and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of Affiliates Borrower, or any other Person and (ii) neither the Administrative Agent Lender nor any Lender or Arranger of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Related Documents; and (c) the Administrative Agent, the Arrangers Lender and the Lenders and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesBorrower, and neither the Administrative Agent Lender nor any Lender or Arranger of its Affiliates has any obligation to disclose any of such interests to the Borrower or its AffiliatesBorrower. To the fullest extent permitted by law, the Borrower Borrower, hereby waives and releases, releases any claims that it may have against the Administrative Agent Lender or any Lender or Arranger of its Affiliates 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (a)(i) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Syndication Parties are arm’s-length commercial transactions between the Borrower and its respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Syndication Parties, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the termsterm, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; , (b)(i) the Administrative Agent, each Arranger Agent and each Lender Syndication Party 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (ii) neither the Administrative Agent nor or any Lender or Arranger Syndication Party has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers Agent and the Lenders each Syndication Party and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and neither the Administrative Agent nor any Lender or Arranger Syndication has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, any claims that it may have against the Administrative Agent or any Lender or 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 Relationship. 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 Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative Agent, each Arranger the Lenders and each Lender Arrangers 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or 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 Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or either Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. (remainder of page left intentionally blank)

No Advisory or Fiduciary Relationship. 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 each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Co-Documentation Agents, the Syndication Agent and the Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrowers, on the one hand, and the Administrative Agent, the Arrangers Co-Documentation Agents, the Syndication Agent and the Lenders Joint Lead Arrangers, on the other hand, (ii) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) the Administrative Agent, each Arranger the Co-Documentation Agents, the Syndication Agent and each Lender is the Joint Lead Arrangers are and has have been acting solely as a principal principals 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 advisoradvisors, agent agents or fiduciaryfiduciaries, for the Borrower or any of Affiliates or any other Person Borrowers and (ii) neither none of the Administrative Agent, any Co-Documentation Agent, the Syndication Agent nor or any Lender or Joint Lead Arranger has any obligation to the Borrower or any of its Affiliates Borrowers with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers Co-Documentation Agents, the Syndication Agent and the Lenders 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 Borrower and its AffiliatesBorrowers, and neither none of the Administrative Agent, any Co-Documentation Agent, the Syndication Agent nor or any Lender or Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliatesany Borrower. To the fullest extent permitted by lawLaw, the Borrower Borrowers hereby waives and releases, any claims that it may have against the Administrative Agent, any Co-Documentation Agent, the Syndication Agent or any Lender or Joint 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. Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party 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, any Borrower and other companies with which any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its 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, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrowers may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrowers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to any Borrower, confidential information obtained from other companies.

No Advisory or Fiduciary Relationship. 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 each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders Lenders, on the other hand, (ii) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) the Administrative Agent, the Joint Lead Arrangers and the Lenders 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 any Borrower or any of Affiliates or any other Person and (ii) neither none of the Administrative Agent nor any Lender or Arranger Agent, the Joint Lead Arrangers and the 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 Loan Documents; and (c) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither none of the Administrative Agent nor any Lender or Arranger Agent, the Joint Lead Arrangers and the Lenders has any obligation to disclose any of such interests to the any Borrower or its Affiliates. To the fullest extent permitted by law, the each Borrower hereby waives and releases, any claims that it may have against the Administrative Agent Agent, any Joint Lead Arranger or any Lender or 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 Relationship. 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 Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lenders and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Lead Arrangers, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative Agent, each Arranger the Lenders and each Lender the Lead Arrangers 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Subsidiaries, or any other Person and (iiB) neither the Administrative Agent nor any Lender or Arranger nor the Lead Arrangers 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 Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender and the Lenders Lead Arrangers and their respective Affiliates Subsidiaries may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and neither the Administrative Agent nor any Lender or Arranger nor the Lead Arrangers has any obligation to disclose any of such interests to the Borrower or any of its AffiliatesSubsidiaries. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or Arranger the 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.

No Advisory or Fiduciary Relationship. In connection with all aspects of The Company and each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges Guarantor named herein acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (a)(ia) the arranging purchase and other services regarding sale of the Securities pursuant to this Agreement provided by Agreement, including the Administrative Agentdetermination of the public offering price of the Securities and any related discounts and commissions, the Arrangers, and the Lenders are is an arm’s-length commercial transactions transaction between the Borrower Company and its Affiliatesthe Guarantors, on the one hand, and the Administrative Agentseveral Underwriters, the Arrangers and the Lenders on the other hand, ; (iib) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions in connection with each transaction contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, process leading to such transaction each Arranger and each Lender Underwriter is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, and is not and will not be acting as an advisor, the agent or fiduciaryfiduciary of the Company or any Guarantor, for the Borrower or any of Affiliates their respective stockholders, creditors or employees or any other Person party; (c) no Underwriter has assumed nor will assume an advisory or fiduciary responsibility in favor of the Company or any Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any Guarantor on other matters) and (ii) neither the Administrative Agent nor any Lender or Arranger no Underwriter has any obligation to the Borrower Company or any of its Affiliates Guarantor with respect to the transactions offering contemplated hereby except those the obligations expressly set forth herein and in the other Loan Documentsthis Agreement; and (cd) the Administrative Agent, the Arrangers and the Lenders several Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Company and its Affiliates, the Guarantors and neither that the Administrative Agent nor any Lender or Arranger has any several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Borrower or its Affiliatesoffering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. To The Company and each Guarantor hereby waive and release, to the fullest extent permitted by law, the Borrower hereby waives and releases, any claims that it the Company or such Guarantor may have against the Administrative Agent or any Lender or Arranger 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 Relationship. 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 Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersLenders, the Co-Managers and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers Lenders, the Co-Managers and the Lenders Lead Arrangers, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative Agent, each Arranger the Lenders, the Co-Managers and each Lender the Lead Arrangers 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Subsidiaries, or any other Person and (iiB) neither none of the Administrative Agent nor Agent, any Lender Lender, the Lead Arrangers or Arranger the Co-Managers 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 Loan Documents; and (ciii) the Administrative Agent, each Lender, the Arrangers Co-Managers and the Lenders Lead Arrangers and their respective Affiliates Subsidiaries may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and neither none of the Administrative Agent nor Agent, any Lender Lender, the Lead Arrangers or Arranger the Co-Managers has any obligation to disclose any of such interests to the Borrower or any of its AffiliatesSubsidiaries. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or Arranger the Lead Arrangers or the Co-Managers 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders Agent are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger and each Lender Agent 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger 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 Loan Documents; and (c) the Administrative Agent, the Arrangers Agent and the Lenders and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any no obligation 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 or any Lender or 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 Relationship. 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 Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lenders and the Lenders Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Arranger, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative Agent, each the Lenders and the 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or 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 Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or the Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or the 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders other Lender Parties are arm’s-length commercial transactions between the Borrower and its AffiliatesAffiliates (including Issuer), on the one hand, and the Administrative Agent, the Arrangers Agent and its Affiliates and the Lenders other Lender Parties, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger Agent and each other Lender Party 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of its Affiliates (including Issuer), or any other Person and (ii) neither the Administrative Agent nor any and the other Lender or Arranger has Parties have no any obligation to the Borrower or any of its Affiliates (including Issuer) with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers its Affiliates and the Lenders and their respective Affiliates other Lender Parties may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesAffiliates (including Issuer), and neither the Administrative Agent nor any and the other Lender or Arranger has any obligation Parties have no obligations to disclose any of such interests to the Borrower or any of its AffiliatesAffiliates (including Issuer). To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or its Affiliates or any other Lender or Arranger Party 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 Relationship. 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 Investment Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders their respective Affiliates on the other hand, (ii) the Borrower has Loan Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, appropriate and (iii) 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 Loan Investment Documents; (b)(i) the Administrative Agent, each Arranger 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 an advisor, agent or fiduciary, fiduciary for the Borrower any Loan Party or any of Loan Party’s Affiliates or any other Person and (ii) neither the Administrative Agent Agent, any Lender nor any Lender or Arranger of their respective Affiliates has any obligation to the Borrower Loan Parties or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Investment Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their Affiliates, and neither the Administrative Agent nor any Lender or Arranger nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower Loan Parties or its their Affiliates. To the fullest extent permitted by law, the Borrower Loan Parties hereby waives waive and releases, release any claims that it they may have against the Administrative Agent or Agent, any Lender or Arranger 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.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Parent, the Borrowers and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower Parent, the Borrowers, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers, on the other hand, (iiB) each of the Borrower Parent, the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Parent, the Borrowers and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative Agent, the Lenders and 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Borrowers, any other Loan Party or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or Arranger has any obligation to the Borrower Borrowers, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Parent, the Borrowers, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Parent, the Borrowers, any other Loan Party or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Parent, each Borrower and each other Loan Party hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or any 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 Relationship. 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 each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the each Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders Lenders, on the other hand, (ii) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) the Administrative Agent, each Joint 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 the each Borrower or any of its Affiliates or any other Person and (ii) neither the Administrative Agent nor either Joint Lead Arranger nor any Lender or Arranger 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 Loan Documents; and (c) the Administrative Agent, the Joint Lead 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 such Borrower and its Affiliates, and neither the Administrative Agent nor either Joint Lead Arranger nor any Lender or Arranger has any obligation to disclose any of such interests to the such Borrower or its Affiliates. To the fullest extent permitted by law, the each Borrower hereby waives and releases, any claims that it may have against the Administrative Agent Agent, the Joint Lead Arrangers or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, the Joint Lead Arrangers and the Lenders 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 Affiliates or any other Person and (ii) neither none of the Administrative Agent nor any Lender or Arranger Agent, the Joint Lead Arrangers 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 Loan Documents; and (c) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent nor any Lender or Arranger Agent, the Joint Lead Arrangers and the Lenders has any obligation 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 Agent, any Joint Lead Arranger or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and MLPFS, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and MLPFS, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, Agent and MLPFS 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger MLPFS has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers Agent and the Lenders MLPFS and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger MLPFS has any obligation 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 or any Lender or Arranger MLPFS 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 Relationship. In connection with all aspects of each transaction contemplated hereby and by the other Collar Loan Documentation (including in connection with any amendment, waiver or other modification hereof or of any other Collar Loan DocumentDocumentation), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentLender and its Affiliates, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Collar Loan DocumentsDocumentation; (b)(i) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing herein or otherwise by the relevant parties, has not been, is not not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger 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 Collar Loan DocumentsDocumentation; and (c) the Administrative Agent, the Arrangers Lender and the Lenders and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation no obligations to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower Xxxxxxxx hereby waives and releases, agrees to not assert any claims that it may have against the Administrative Agent or any Lender or Arranger 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers, and the Lenders other Agents are arm’s-arm’s length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lead Arrangers, and the Lenders other Agents, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) the Administrative Agent, the Lead Arrangers, and the other Agents 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person person and (iiB) neither the Administrative Agent Agent, the Lead Arrangers, nor any Lender or Arranger of the other Agents has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers Lead Arrangers, and the Lenders other Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, the Lead Arrangers, nor any Lender or Arranger of the other Agents has any obligation 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, releases any claims that it may have against the Administrative Agent or any Lender or Arranger Agent, the Lead Arrangers, and the other Agents with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of -220- any transaction contemplated hereby.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) each of the Administrative Agent, each Arranger the Arrangers 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 Affiliates or any other Person and (ii) neither none of the Administrative Agent nor any Lender or Arranger Agent, the Arrangers 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent nor any Lender or Arranger Agent, the Arrangers and the Lenders has any obligation 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 Agent, any of the Arrangers or any Lender or 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 Relationship. 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 PRA acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ia) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers, MLPF&S and the Lenders Lenders, are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative AgentAgents, the Arrangers MLPF&S and the Lenders Lenders, on the other hand, (ii) the Borrower has Borrowers have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is Borrowers are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(ib) (i) the Administrative AgentAgents, MLPF&S and the Lenders each Arranger are and each Lender is 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 Borrowers or any of their Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger has MLPF&S nor the Lenders have 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 Loan Documents; and (c) the Administrative AgentAgents, the Arrangers MLPF&S and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither the Administrative Agent nor any Lender or Arranger has MLPF&S nor the Lenders have any obligation to disclose any of such interests to the Borrower Borrowers or its their Affiliates. To the fullest extent permitted by law, the Borrower Borrowers hereby waives waive and releases, any claims that it may have against the Administrative Agent any Agent, MLPF&S or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby and by the other Margin Loan Documentation (including in connection with any amendment, waiver or other modification hereof or of any other Margin Loan DocumentDocumentation), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentLenders and their Affiliates, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Margin Loan DocumentsDocumentation; (b)(i) the Administrative Agent, each Arranger Lenders are and each Lender is and has have been acting solely as a principal principals and, except as expressly agreed in writing herein or otherwise by the relevant parties, has have not been, is not are not, and will not be acting as an advisoradvisors, agent agents or fiduciary, fiduciaries for the Borrower or any of Affiliates its Affiliates, or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger has any Lenders have 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 Margin Loan DocumentsDocumentation; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation Lenders have no obligations to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent Lenders or any Lender or Arranger their 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 Relationship. 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 Margin Loan DocumentDocumentation), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders any Agent or Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agentsuch Agent or Lender and its Affiliates, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Margin Loan DocumentsDocumentation; (b)(i) the Administrative Agent, each Arranger Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing herein or otherwise by the relevant parties, has not been, is not not, and will not be acting as an advisor, agent or fiduciaryfiduciary for Borrower, for the Borrower or any of its Affiliates or any other Person and (ii) neither the Administrative each Agent nor any and Lender or Arranger 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 Margin Loan DocumentsDocumentation; and (c) the Administrative Agent, the Arrangers each Agent and the Lenders Lender and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any each Lender or Arranger has any obligation no obligations to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative each Agent or any and Lender or Arranger 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 Relationship. 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 each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders on the other hand, (ii) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) the 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, fiduciary for the Borrower any Loan Party or any of its Affiliates or any other Person and (ii) neither the Administrative Agent Agent, nor any Arranger nor any Lender or Arranger 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their Affiliates, and neither the Administrative Agent Agent, nor any Arranger nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower any Loan Party or its Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases, releases any claims that it may have against the Administrative Agent or Agent, any Arranger, any Lender or Arranger 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.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, MLPF&S and the Lenders STRH are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers MLPF&S and the Lenders STRH, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, MLPF&S and STRH 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 and (ii) neither the Administrative Agent Agent, MLPF&S nor any Lender or Arranger STRH has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers MLPF&S and the Lenders STRH and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, MLPF&S nor any Lender or Arranger STRH has any obligation 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 Agent, MLPF&S or any Lender or Arranger STRH 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 Relationship. 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 each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders on the other hand, (ii) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) the 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, fiduciary for the Borrower any Loan Party or any of its Affiliates or any other Person and (ii) neither the Administrative Agent Agent, nor any Arranger nor any Lender or Arranger 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their Affiliates, and neither the Administrative Agent Agent, nor any Arranger nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower any Loan Party or its Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases, releases any claims that it may have against the Administrative Agent Agent, any Arranger or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(ia) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersIssuing Banks, the Lenders and the Lenders Co-Lead Arrangers named on the cover page hereof, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and Issuing Banks, the Lenders and such Co-Lead Arrangers, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(ib) (i) each of the Administrative Agent, each Arranger the Issuing Banks, the Lenders and each Lender such Co-Arrangers 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (ii) neither the Administrative Agent nor any Issuing Bank nor any Lender or nor any such Co-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 Loan Documents; and (c) the Administrative Agent, the Arrangers and Issuing Banks, the Lenders and such Co-Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Issuing Bank nor any Lender or nor any such Co-Lead Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by lawLaw, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or Arranger Agent, the Issuing Banks, the Lenders and such Co-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.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby and by the other Margin Loan Documentation (including in connection with any amendment, waiver or other modification hereof or of any other Margin Loan DocumentDocumentation), the Borrower acknowledges Borrowers acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (a)(ia)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lender and the Lenders Calculation Agent are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and Lender and its Affiliates, or the Administrative AgentCalculation Agent and its Affiliates, the Arrangers and the Lenders on the other hand, (iiB) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (iiiC) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Margin Loan DocumentsDocumentation; (b)(ib)(A) the Administrative Agent, each Arranger Lender and each Lender is the Calculation Agent are and has have been acting solely as a principal principals and, except as expressly agreed in writing herein or otherwise by the relevant parties, has have not been, is not are not, and will not be acting as an advisoradvisors, agent agents or fiduciary, fiduciaries for the Borrower Borrowers or any of Affiliates their Affiliates, or any other Person and (iiB) neither the Administrative Lender and the Calculation Agent nor any Lender or Arranger has any obligation have no obligations 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 Margin Loan DocumentsDocumentation; and (c) the Administrative AgentLender, the Arrangers and the Lenders Calculation Agent and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither the Administrative Lender and the Calculation Agent nor any Lender or Arranger has any obligation have no obligations to disclose any of such interests to the Borrower Borrowers or its any of their Affiliates. To the fullest extent permitted by law, the Borrower Borrowers hereby waives waive and releases, release any claims that it they may have against Lender, the Administrative Calculation Agent or any Lender or Arranger 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Parent and the Company acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower Parent, the Company, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Arrangers, on the other hand, (iiB) each of the Borrower Parent, the Company, and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower Parent, the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii)(A) the Administrative Agent, each Arranger 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Parent, the Company, any other Loan Party, or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent Agent, any Lender nor any Lender or Arranger has any obligation to the Borrower Parent, the Company, any other Loan Party, or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Parent, the Company, the other Loan Parties, and its their respective Affiliates, and neither the Administrative Agent Agent, any Lender nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Parent, the Company, any other Loan Party, or its any of their respective Affiliates. To the fullest extent permitted by lawApplicable Law, each of the Parent, the Borrower Company, and the other Loan Parties hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Agent, each Lender or and each 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, MLPFS, the ArrangersLenders, the Syndication Agent and the Lenders Co-Documentation Agents and the Related Parties of each of foregoing are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, MLPFS, the Arrangers Lenders, the Syndication Agent and the Lenders Co-Documentation Agents and the Related Parties of each of foregoing, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, MLPFS, the Lenders, the Syndication Agent and the Co-Documentation Agents and the Related Parties of each Arranger and of foregoing 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 Affiliates or any other Person and (ii) neither none of the Administrative Agent, MLPFS, the Lenders, the Syndication Agent nor any Lender and the Co-Documentation Agents or Arranger the Related Parties of each of foregoing has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, MLPFS, the Arrangers Lenders, the Syndication Agent and the Lenders Co-Documentation Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, MLPFS, the Lenders, the Syndication Agent and the Co-Documentation Agents nor any Lender or Arranger the Related Parties of each of foregoing has any obligation 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, MLPFS, the Lenders, the Syndication Agent and the Co-Documentation Agents or any Lender or Arranger the Related Parties of each of foregoing 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 Relationship. 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 each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Parent, the Borrower and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers, on the other hand, (iiB) each of the Parent and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Parent and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative Agent, the Lenders and 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for any of the Borrower Loan Parties or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or Arranger has any obligation to any of the Borrower 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 Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to any of the Borrower Loan Parties or its any of their respective Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or any 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 Relationship. 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 each of Holdings and each Borrower Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lead Arrangers and the Lenders are arm’s-length commercial transactions between Holdings, the Borrower Parties, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers and the Lenders Lenders, on the other hand, (iiB) each of Holdings, the Borrower Parties and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of Holdings, the Borrower Parties and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) the Administrative Agent, each Arranger the Lead Arrangers 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 not, and will not be acting as an advisor, agent or fiduciaryfiduciary for Holdings, for the any Borrower Party, any other Loan Party or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent Agent, any Lead Arranger nor any Lender or Arranger has any obligation to the Holdings, any Borrower Party, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Lead 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 Holdings, the Borrower Parties, the other Loan Parties and its their respective Affiliates, and neither none of the Administrative Agent nor Agent, any Lead Arranger or any Lender or Arranger has any obligation to disclose any of such interests to the Holdings, any Borrower Party, any other Loan Party or its any of their respective Affiliates. To the fullest extent permitted by law, the each of Holdings, each Borrower Party and each other Loan Party hereby waives and releases, releases any claims that it may have against the Administrative Agent Agent, any Lead Arranger or any Lender or 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 Relationship. 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 Credit Document), each of the Borrower Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangerseach Sustainability Structuring Agent and each Joint Lead Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrowers, on the one hand, and the Administrative Agent, the Arrangers each Sustainability Structuring Agent and the Lenders each Joint Lead Arranger, on the other hand, (ii) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Borrower Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (b)(i) each of the Administrative Agent, each Arranger the Joint Lead Arrangers, the Sustainability Structuring 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 any Borrower or any of its Affiliates or any other Person and (ii) neither each of the Administrative Agent nor any Lender or Arranger has Agent, the Joint Lead Arrangers, the Sustainability Structuring Agents and the Lenders does not have 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 Loan Credit Documents; and (c) each of the Administrative Agent, the Arrangers Joint Lead Arrangers, the Sustainability Structuring Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither each of the Administrative Agent nor any Lender or Arranger has Agent, the Joint Lead Arrangers, the Sustainability Structuring Agents and the Lenders does not have any obligation to disclose any of such interests to the any Borrower or its Affiliates. To the fullest extent permitted by lawLaw, each of the Borrower Borrowers hereby waives and releases, any claims that it may have against the Administrative Agent or any Lender or Arranger Agent, the Joint Lead Arrangers, the Sustainability Structuring 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersAthyrium and its Affiliates, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Athyrium and its Affiliates and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger Athyrium and its Affiliates 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 and (ii) neither the Administrative Agent nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers Athyrium and its Affiliates and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, Athyrium or its Affiliates nor any Lender or Arranger has any obligation 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, releases any claims that it they may have against the Administrative Agent Agent, Athyrium or its Affiliates or any Lender or Arranger 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 Relationship. 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 each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers, and the Lenders are arm’s-length commercial transactions between the each Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Arrangers, on the other hand, (ii) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) the 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 each Borrower or any of Affiliates or any other Person and (ii) neither the Administrative Agent Agent, nor any Arranger nor any Lender or Arranger 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 Loan Documents; and (c) the Administrative Agent, the Arrangers each Arranger and the Lenders each Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the such Borrower or its Affiliates. To the fullest extent permitted by law, the each Borrower hereby waives and releases, any claims that it may have against the Administrative Agent Agent, any Arranger or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Parent Guarantor and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Parent Guarantor, the Borrower each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Arrangers, on the other hand, (iiB) each of the Borrower Parent Guarantor, 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 (iiiC) the Parent Guarantor, the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii)(A) the Administrative Agent, each Arranger 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Parent Guarantor, the Borrower, any other Loan Party, or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent Agent, any Lender nor any Lender or Arranger has any obligation to the Borrower Parent Guarantor, the Borrower, any other Loan Party, or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Parent Guarantor, the Borrower, the other Loan Parties, and its their respective Affiliates, and neither the Administrative Agent Agent, any Lender, nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Parent Guarantor, the Borrower, any other Loan Party, or its any of their respective Affiliates. To the fullest extent permitted by lawApplicable Law, each of the Parent Guarantor, the Borrower Borrower, and the other Loan Parties hereby waives and releases, agree that it shall not assert any claims claim that it may have against the Administrative Agent Agent, each Lender and each Arranger based on or any Lender or Arranger otherwise 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersAthyrium, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Athyrium and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger Athyrium 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers Athyrium and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, Athyrium nor any Lender or Arranger has any obligation 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 Agent, Athyrium or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby and by the other Collar Loan Documentation (including in connection with any amendment, waiver or other modification hereof or of any other Collar Loan DocumentDocumentation), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentLender and its Affiliates, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Collar Loan DocumentsDocumentation; (b)(i) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing herein or otherwise by the relevant parties, has not been, is not not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger 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 Collar Loan DocumentsDocumentation; and (c) the Administrative Agent, the Arrangers Lender and the Lenders and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation no obligations to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, agrees to not assert any claims that it may have against the Administrative Agent or any Lender or Arranger 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 Relationship. 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 Note Document), the Borrower acknowledges Issuers acknowledge and agreesagree, and acknowledges its acknowledge their Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Collateral Agent, the ArrangersAthyrium, and the Lenders Purchasers are arm’s-length commercial transactions between the Borrower Issuers and its their Affiliates, on the one hand, and the Administrative Collateral Agent, the Arrangers Athyrium and the Lenders Purchasers on the other hand, (ii) the Borrower has Issuers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is Issuers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Note Documents; (b)(i) the Administrative Collateral Agent, each Arranger Athyrium and each Lender Purchaser 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 Issuers or any of their Affiliates or any other Person and (ii) neither the Administrative Collateral Agent nor any Lender or Arranger Purchaser has any obligation to the Borrower Issuers or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Note Documents; and (c) the Administrative Collateral Agent, the Arrangers Athyrium and the Lenders Purchasers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Issuers and its their Affiliates, and neither the Administrative Agent Collateral Agent, Athyrium nor any Lender or Arranger Purchaser has any obligation to disclose any of such interests to the Borrower Issuers or its their Affiliates. To the fullest extent permitted by law, the Borrower Issuers hereby waives waive and releasesrelease, any claims that it they may have against the Administrative Agent Collateral Agent, Athyrium or any Lender or Arranger Purchaser 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 Relationship. 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 Note Document), each of the Borrower Note Parties acknowledges and agrees, and acknowledges its their Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersAgent and its Affiliates, and the Lenders Purchasers are arm’s-length commercial transactions between the Borrower Note Parties and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and its Affiliates and the Lenders Purchasers on the other hand, (ii) the Borrower has Note Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) is the Borrower is Note Parties are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Note Documents; (b)(i) the Administrative Agent, each Arranger Agent and its Affiliates and each Lender Purchaser 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 Note Parties or any of their Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger Purchaser has any obligation to the Borrower Note Parties or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Note Documents; and (c) the Administrative Agent, the Arrangers Agent and its Affiliates and the Lenders Purchasers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Issuer and its their Affiliates, and neither the Administrative Agent or its Affiliates nor any Lender or Arranger Purchaser has any obligation to disclose any of such interests to the Borrower Issuer or its their Affiliates. To the fullest extent permitted by law, the Borrower Note Parties hereby waives waive and releasesrelease, any claims that it they may have against the Administrative Agent or its Affiliates or any Lender or Arranger Purchaser 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersSyndication Agent, and the Lenders Arrangers and, if applicable, any other Lender, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Syndication Agent, the Arrangers and the Lenders and, if applicable such Lender, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, the Syndication Agent, each 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 the Borrower or any of its Affiliates or any other Person and (ii) neither the Administrative Agent Agent, the Syndication Agent, either Arranger nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and Syndication Agent, the 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 Borrower and its Affiliates, and neither none of the Administrative Agent Agent, the Syndication Agent, either Arranger nor any Lender or Arranger has any obligation 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 Agent, the Syndication Agent, either Arranger or any Lender or 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 Relationship. 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 Related Document), the Borrower City acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ia) (i) the arranging and other services regarding this Agreement, the Letter of Credit and the Fee Agreement provided by the Administrative Agent, the Arrangers, Bank and the Lenders any Affiliate thereof are arm’s-length commercial transactions between the Borrower and its AffiliatesCity, on the one hand, and the Administrative AgentBank and its Affiliates, the Arrangers and the Lenders on the other hand, (ii) the Borrower City has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower City is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Related Documents; (b)(ib) (i) the Administrative Agent, Bank and its Affiliates 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 not, and will not be acting as an advisoradvisor (including, agent without limitation, as a municipal advisor (as defined in Section 15B(e)(4) of the Securities Exchange Act of 1934, as amended)), or agent, advisor or fiduciary, for the Borrower or any of Affiliates City, or any other Person and (ii) neither the Administrative Agent Bank nor any Lender or Arranger of its Affiliates has any obligation to the Borrower or any of its Affiliates City with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Related Documents; and (c) the Administrative Agent, the Arrangers Bank and the Lenders and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesCity, and neither the Administrative Agent Bank nor any Lender or Arranger of its Affiliates has any obligation to disclose any of such interests to the Borrower or its AffiliatesCity. To the fullest extent permitted by law, the Borrower City, hereby waives and releases, releases any claims that it may have against the Administrative Agent Bank or any Lender or Arranger of its Affiliates 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 Relationship. 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 Credit Document), the Borrower each Obligor acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower such Obligor and its Affiliates, on the one hand, and the Administrative AgentAgent and Arrangers, the Arrangers and the Lenders on the other hand, (ii) the Borrower each Obligor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower each Obligor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (b)(i) the Administrative Agent, each Arranger of Agent and each Lender Arrangers 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 Obligor or any of its respective Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger has any obligation to the Borrower any Obligor or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (c) the Administrative Agent, the Agent and Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Obligors and its their Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Obligors or its their Affiliates. To the fullest extent permitted by lawApplicable Law, the Borrower each Obligor hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Parent, the Borrower each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Arrangers, on the other hand, (iiB) each of the Borrower Parent, 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 (iiiC) the Parent, the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii)(A) the Administrative Agent, each Arranger Lender, each Issuing Bank 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Parent, the Borrower, any other Loan Party, or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent Agent, any Lender, any Issuing Bank nor any Lender or Arranger has any obligation to the Borrower Parent, the Borrower, any other Loan Party, or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender, each Issuing Bank and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Parent, the Borrower, the other Loan Parties, and its their respective Affiliates, and neither the Administrative Agent Agent, any Lender, any Issuing Bank nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Parent, the Borrower, any other Loan Party, or its any of their respective Affiliates. To the fullest extent permitted by lawApplicable Law, each of the Parent, the Borrower Borrower, and the other Loan Parties hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or Agent, each Lender, each Issuing Bank and each 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 Relationship. 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 each Guarantor acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement Guaranty provided by the Administrative Agent, the Arrangers, other Lender Parties and the Lenders their respective Affiliates are arm’s-length commercial transactions between the Borrower such Guarantor and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and its Affiliates and the Lenders other Lender Parties, on the other hand, (ii) the Borrower such Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower such Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger Agent and each other Lender Party 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower such Guarantor or any of Affiliates its Affiliates, or any other Person and (ii) neither the Administrative Agent nor any and the other Lender or Arranger has any Parties have no obligation to the Borrower such Guarantor 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 (c) the Administrative Agent, the Arrangers and the Lenders other Lender Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower such Guarantor and its Affiliates, and neither the Administrative Agent nor any and the other Lender or Arranger has any obligation Parties have no obligations to disclose any of such interests to the Borrower such Guarantor or any of its Affiliates. To the fullest extent permitted by law, the Borrower such Guarantor hereby waives and releases, releases any claims that it may have against the Administrative Agent AGAINST ADMINISTRAtive Agent, any other Lender Party or any Lender or Arranger 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersRBC Capital Markets, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers RBC Capital Markets and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger RBC Capital Markets 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers RBC Capital Markets and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, RBC Capital Markets nor any Lender or Arranger has any obligation 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 Agent, RBC Capital Markets or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger the Arrangers 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 Affiliates or any other Person and (ii) neither the Administrative Agent Agent, the Arrangers nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, any Arranger nor any Lender or Arranger has any obligation 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 Agent, the Arrangers or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, each Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers each Arranger and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, 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 Affiliates or any other Person and (ii) neither the Administrative Agent Agent, an Arranger nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers 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 Borrower and its Affiliates, and neither the Administrative Agent Agent, an Arranger nor any Lender or Arranger has any obligation 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 Agent, each Arranger or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby and by the other Margin Loan Documentation (including in connection with any amendment, waiver or other modification hereof or of any other Margin Loan DocumentDocumentation), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their Affiliates, on the one hand, and the Administrative AgentLenders and their Affiliates, the Arrangers and the Lenders on the other hand, (ii) the Borrower has Loan Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (iii) 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 Margin Loan DocumentsDocumentation; (b)(i) the Administrative Agent, each Arranger Lenders are and each Lender is and has have been acting solely as a principal principals and, except as expressly agreed in writing herein or otherwise by the relevant parties, has have not been, is not are not, and will not be acting as an advisoradvisors, agent agents or fiduciary, fiduciaries for the Borrower Loan Parties or any of Affiliates their Affiliates, or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger has any Lenders have no obligation to the Borrower Loan Parties or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Margin Loan DocumentsDocumentation; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation Lenders have no obligations to disclose any of such interests to the Borrower Loan Parties or its any of their Affiliates. To the fullest extent permitted by law, the Borrower Each Loan Party hereby waives and releases, agrees not to assert any claims that it may have against the Administrative Agent or any Lender or Arranger with respect to for any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Relationship. 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 each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Arrangers and the Lenders are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders Lenders, on the other hand, (ii) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) each of the Administrative Agent, each Arranger the Arrangers and each Lender is the Lenders 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 such Borrower or any of Affiliates or any other Person and (ii) neither none of the Administrative Agent nor any Lender or Arranger Agent, Arrangers and the Lenders 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither none of the Administrative Agent nor any Lender or Arranger Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower such or its Affiliates. To the fullest extent permitted by lawLaw, the each Borrower hereby waives and releases, any claims that it may have against the Administrative Agent or any Lender or Arranger Agent, either of the Arrangers 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.. 11.19

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lead Arrangers and the Lenders other Bookrunners are arm’s-length commercial transactions between the Borrower and its AffiliatesLoan Parties, on the one hand, and the Administrative Agent, the Lead Arrangers and the Lenders other Bookrunners, on the other hand, (ii) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) each of the Administrative Agent, each Arranger the Lead Arrangers and each Lender the other Bookrunners 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates Loan Party or any other Person and (ii) neither none of the Administrative Agent nor any Lender Agent, the Lead Arrangers or Arranger the other Bookrunners has any obligation to the Borrower any Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lead Arrangers and the Lenders other Bookrunners and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and neither none of the Administrative Agent nor any Lender Agent, the Lead Arrangers or Arranger the other Bookrunners has any obligation to disclose any of such interests to the Borrower any Loan Party or its any of their respective Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases, releases any claims that it may have against each of the Administrative Agent or any Lender or Arranger Agent, the Lead Arrangers and the other Bookrunners with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. Chemtura (Revolving Facility) Credit Agreement 121

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and BAS, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and BAS, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, Agent and BAS 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger BAS has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers Agent and the Lenders BAS and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger BAS has any obligation 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 or any Lender or Arranger BAS 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 Relationship. 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 Note Document), the Borrower Issuer acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersAthyrium, and the Lenders Purchasers are arm’s-length commercial transactions between the Borrower Issuer and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Athyrium and the Lenders Purchaser on the other hand, (ii) the Borrower Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower Issuer is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Note Documents; (b)(i) the Administrative Agent, each Arranger Athyrium and each Lender Purchaser 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 Issuer or any of Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger Purchaser has any obligation to the Borrower Issuer or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Note Documents; and (c) the Administrative Agent, the Arrangers Athyrium and the Lenders Purchasers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Issuer and its Affiliates, and neither the Administrative Agent Agent, Athyrium nor any Lender or Arranger Purchaser has any obligation to disclose any of such interests to the Borrower Issuer or its Affiliates. To the fullest extent permitted by law, the Borrower Issuer hereby waives and releases, any claims that it may have against the Administrative Agent Agent, Athyrium or any Lender or Arranger Purchaser with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 122

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Parent, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower Parent, the Borrower, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Arrangers, on the other hand, (iiB) each of the Parent, 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 (iiiC) each of the Parent, the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative Agent, Agent and 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Borrower, any other Loan Party or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or Arranger has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers Agent and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Parent, the Borrower, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Parent, the Borrower, any other Loan Party or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Parent, the Borrower and the other Loan Parties hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or 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 Relationship. 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 each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Lead Arranger are arm’s-length commercial transactions between the Borrower and its AffiliatesLoan Parties, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Lead Arranger, on the other hand, (ii) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) the Administrative Agent, each Agent and the Lead Arranger are and each Lender is and has have been acting solely as a principal principals 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 advisoradvisors, agent agents or fiduciaryfiduciaries, for the Borrower or any of Affiliates or any other Person Loan Parties and (ii) neither the Administrative Agent nor any Lender or the Lead Arranger has any obligation to the Borrower or any of its Affiliates Loan Parties with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesLoan Parties, and neither the Administrative Agent nor any Lender or the Lead Arranger has any obligation to disclose any of such interests to the Borrower or its AffiliatesLoan Parties. To the fullest extent permitted by lawLaw, the Borrower Loan Parties hereby waives waive and releases, release any claims that it may have against the Administrative Agent or any Lender or the 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 Relationship. In connection with all aspects of each transaction contemplated hereby or by the other Purchase Documents (including in connection with any amendment, waiver or other modification hereof or of any other Loan Purchase Document), the Borrower Company acknowledges and agrees, and acknowledges its Affiliatesaffiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement and the Purchase Documents provided by the Administrative Agent, the ArrangersSWK, and the Lenders Investors are arm’s-length commercial transactions between the Borrower Company and its Affiliatesaffiliates, on the one hand, and the Administrative Agent, the Arrangers SWK and the Lenders Investors on the other hand, (ii) the Borrower Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Purchase Documents; (b)(i) the Administrative Agent, each Arranger SWK and each Lender Investor 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 Affiliates affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger Investor has any obligation to the Borrower Company or any of its Affiliates affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Purchase Documents; and (c) the Administrative Agent, the Arrangers SWK and the Lenders Investors and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Company and its Affiliatesaffiliates, and neither the Administrative Agent Agent, SWK nor any Lender or Arranger Investor has any obligation to disclose any of such interests to the Borrower Company or its Affiliatesaffiliates. To the fullest extent permitted by law, the Borrower Company hereby waives and releases, any claims that it may have against the Administrative Agent Agent, SWK or any Lender or Arranger Investor 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 Relationship. 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 each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ia) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders are are, in each case, arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders Lenders, as applicable, on the other hand, (ii) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(ib) (i) the Administrative Agent, the Joint Lead Arrangers and the Lenders each Arranger and each Lender is is, and has been been, acting solely as a principal principal, and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as as, an advisor, agent or fiduciaryfiduciary for any Borrower, for the any Affiliate of any Borrower or any of Affiliates or any other Person Person, and (ii) neither none of the Administrative Agent nor any Lender or Arranger Agent, the Joint Lead Arrangers and the Lenders has any obligation to the any Borrower or any of its Affiliates with respect to the transactions contemplated hereby hereby, except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers Joint Lead Arrangers, the Lenders, and the Lenders and each of their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither none of the Administrative Agent nor any Lender or Arranger Agent, the Joint Lead Arrangers and the Lenders has any obligation to disclose any of such interests to the any Borrower or its Affiliates. To the fullest extent permitted by lawapplicable Law, the each Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent Agent, any Joint Lead Arranger or any Lender or Arranger with respect to any breach breach, or alleged breach breach, of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby and by the other Margin Loan Documentation (including in connection with any amendment, waiver or other modification hereof or of any other Margin Loan DocumentDocumentation), the each Borrower and General Partner acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower each Borrower, General Partner and its their Affiliates, on the one hand, and the Administrative AgentLenders and their Affiliates, the Arrangers and the Lenders on the other hand, (ii) the each Borrower and General Partner has consulted its own legal, accounting, regulatory and tax Tax advisors to the extent it has deemed appropriate, and (iii) the each Borrower and General Partner is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Margin Loan DocumentsDocumentation; (b)(i) the Administrative Agent, each Arranger Lenders are and each Lender is and has have been acting solely as a principal principals and, except as expressly agreed in writing herein or otherwise by the relevant parties, has have not been, is not are not, and will not be acting as an advisoradvisors, agent agents or fiduciary, fiduciaries for the any Borrower or General Partner or any of Affiliates their Affiliates, or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger has any Lenders have no obligation to the any Borrower or General Partner or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Margin Loan DocumentsDocumentation; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers, General Partners and its their Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation Lenders have no obligations to disclose any of such interests to the Borrower any Borrowers, General Partners or its any of their Affiliates. To the fullest extent permitted by law, the each Borrower and General Partner hereby waives and releases, releases any claims that it may have against the Administrative Agent Lenders or any Lender or Arranger their 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Parent, the Borrower each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Arrangers, on the other hand, (iiB) each of the Borrower Parent, 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 (iiiC) the Parent, the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii)(A) the Administrative Agent, each Arranger Lender, each Issuing Bank 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Parent, the Borrower, any other Loan Party, 134 or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent Agent, any Lender, any Issuing Bank nor any Lender or Arranger has any obligation to the Borrower Parent, the Borrower, any other Loan Party, or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative Agent, the Arrangers each Lender, each Issuing Bank and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Parent, the Borrower, the other Loan Parties, and its their respective Affiliates, and neither the Administrative Agent Agent, any Lender, any Issuing Bank nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Parent, the Borrower, any other Loan Party, or its any of their respective Affiliates. To the fullest extent permitted by lawApplicable Law, each of the Parent, the Borrower Borrower, and the other Loan Parties hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or Agent, each Lender, each Issuing Bank and each 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 Relationship. 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 Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers, Lenders and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Lead Arrangers, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative AgentAgents, each Arranger the Lenders and each Lender the Lead Arrangers 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (iiB) neither the Administrative any Agent nor any Lender or Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions 168 contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (ciii) the Administrative AgentAgents, the Arrangers each Lender and the Lenders Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agents nor any Lender or any Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Agent, any Lender or any 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 Relationship. 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 Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative Agent, each Arranger the Lenders and each Lender the Arrangers 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or 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 Loan Documents; and (ciii) the Administrative Agent, each Lender and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger the Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or either Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. (remainder of page left intentionally blank)

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ia) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders are are, in each case, arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Joint Lead Arrangers, the Sustainability Coordinators and the Lenders Lenders, as applicable, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(ib) (i) the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders each Arranger and each Lender is is, and has been been, acting solely as a principal principal, and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as as, an advisor, agent or fiduciaryfiduciary for the Borrower, for any Affiliate of the Borrower or any of Affiliates or any other Person Person, and (ii) neither none of the Administrative Agent nor any Lender or Arranger Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby hereby, except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers Joint Lead Arrangers, the Sustainability Coordinators, the Lenders, and the Lenders and each of their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent nor any Lender or Arranger Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by lawapplicable Law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent Agent, any Joint Lead Arranger, any Sustainability Coordinator or any Lender or Arranger with respect to any breach breach, or alleged breach breach, of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

No Advisory or Fiduciary Relationship. 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 each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders on the other hand, (ii) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) the Administrative Agent, each Joint 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, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrower Loan Parties or any of their respective Affiliates or any other Person and (ii) neither the Administrative Agent Agent, nor any Joint Lead Arranger or Lender or Arranger has any obligation to the Borrower 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 Loan Documents; and (c) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and neither the Administrative Agent Agent, nor any Joint Lead Arranger or Lender or Arranger has any obligation to disclose any of such interests to the Borrower Loan Parties or its their respective Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases, any claims that it may have against the Administrative Agent Agent, any Joint Lead Arranger or any Lender or 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 Relationship. 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 other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ ' understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Arranger are arm’sarm's-length commercial transactions between the Borrower Borrower, each other Loan Party and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Arranger, on the other hand, (iiB) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) each of the Administrative Agent, each Agent and the 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Borrower, any other Loan Party or any of Affiliates their Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or the Arranger has any obligation to the Borrower Borrower, any other 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 Loan Documents; and (ciii) the Administrative Agent, the Arrangers Agent and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the other Loan Parties and its their Affiliates, and neither the Administrative Agent nor any Lender or the Arranger has any obligation to disclose any of such interests to the Borrower Borrower, any other Loan Party or any of its Affiliates. To the fullest extent permitted by law, the Borrower and the other Loan Parties hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or and the 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders Lenders, are arm’s-length arm’s‑length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Joint 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 the Borrower or any of Affiliates or any other Person and (ii) neither the Administrative Agent Agent, any Joint Lead Arranger, nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and Joint Lead 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 Borrower and its Affiliates, and neither the Administrative Agent Agent, any Joint Lead Arranger, nor any Lender or Arranger has any obligation 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 Agent, any Joint Lead Arranger or any Lender or 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 Relationship. 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 Facility Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) neither Lender nor Agent has provided Borrower with any advice regarding the arranging and other services regarding contemplated by this Agreement provided by the Administrative Agent(including, the Arrangers, financial and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders on the other handinvestment advice), (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Facility Documents; (b)(i) Agent is and has been acting solely on behalf of Lxxxxx and, except as expressly agreed in writing by the Administrative Agentrelevant parties, each Arranger has not been, is not, and each will not be acting as an advisor, agent or fiduciary for Borrower or any of its Affiliates, or any other Person and (ii) Agent has no obligation to Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Facility Documents; (c)(i) 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger 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 Loan Facility Documents; and (cd) the Administrative AgentLender, the Arrangers and the Lenders Agent and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative none of Lender, Agent nor or any Lender or Arranger of their Affiliates has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by lawapplicable Law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Lender, Agent or any Lender or Arranger of their 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliatesthe Subsidiaries’ understanding, that: (a)(ia) (1) no fiduciary, advisory or agency relationship between the Borrower or any Subsidiary 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 Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters; (2) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliatesthe Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Lenders, on the other hand, ; (ii3) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, ; and (iii4) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b)(ib) (1) the Administrative Agent, Agent and the Lenders 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates the Subsidiaries, or any other Person and Person; (ii2) neither the Administrative Agent nor any Lender or Arranger the Lenders has any obligation to the Borrower or any of its Affiliates the Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c3) the Administrative Agent, the Arrangers Agent and the 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 Borrower and its Affiliatesthe Subsidiaries, and neither the Administrative Agent nor any Lender or Arranger the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliatesthe Subsidiaries. To the fullest extent permitted by lawLaw, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders each Joint Lead Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and each Joint Lead Arranger, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger Agent and each Lender Joint Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Joint 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 Loan Documents; and (c) the Administrative Agent, the Arrangers Agent and the Lenders each Joint Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Joint Lead Arranger has any obligation 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 or any Lender or Joint 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and Bank of America, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and Bank of America, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, Agent and Bank of America 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger Bank of America has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arrangers Agent and the Lenders Bank of America and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger Bank of America has any obligation 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 or any Lender or Arranger Bank of America with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 109

No Advisory or Fiduciary Relationship. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Credit 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 CHAR1\1441155v4 modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; Credit Documents (b)(iincluding any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent, each Arranger the Arrangers 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, and is not and will not be acting as an the financial advisor, agent or fiduciary, for the Borrower or any of Affiliates its Affiliates, stockholders, creditors or employees or any other Person and Person, (iiiii) neither none of the Administrative Agent nor 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 any Arranger or Lender has advised or Arranger 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 Loan Credit Documents; and , (civ) 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 from, and may conflict with, those of the Borrower and its Affiliates, and neither none of the Administrative Agent nor any Lender Agent, the Arrangers or Arranger 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 lawAdministrative Agent, the Borrower hereby waives Arrangers and releasesthe Lenders have not provided and will not provide any legal, any claims that it may have against the Administrative Agent accounting, regulatory or any Lender or Arranger tax advice with respect to any breach of the transactions contemplated hereby (including any amendment, waiver or alleged breach of agency other modification hereof or fiduciary duty in connection with any aspect of any transaction contemplated herebyother Credit Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. 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 Documentdocument required to be delivered hereby), the Borrower acknowledges and agrees, and acknowledges its Affiliatesaffiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentBank, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliatesaffiliates, on the one hand, and the Administrative AgentBank, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documentsdocuments required to be delivered hereby; (b)(i) the Administrative Agent, each Arranger and each Lender Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of Affiliates affiliates or any other Person person and (ii) neither the Administrative Agent nor any Lender or Arranger Bank has any no obligation to the Borrower or any of its Affiliates affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsdocuments contemplated hereby; and (c) the Administrative Agent, the Arrangers Bank and the Lenders and their respective Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliatesaffiliates, and neither the Administrative Agent nor any Lender or Arranger Bank has any no obligation to disclose any of such interests to the Borrower or its Affiliatesaffiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, any claims that it may have against the Administrative Agent or any Lender or Arranger Bank 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 Relationship. 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 Guarantor acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(ia) (i) the arranging and other services regarding this Agreement Guaranty provided by the Administrative Agent, the Arrangers, other Lender Parties and the Lenders their respective Affiliates are arm’s-length commercial transactions between the Borrower Guarantor and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and its Affiliates and the Lenders other Lender Parties, on the other hand, (ii) the Borrower Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(ib) the (i) Administrative Agent, each Arranger Agent and each other Lender Party 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Guarantor or any of Affiliates its Affiliates, or any other Person and (ii) neither the Administrative Agent nor any and the other Lender or Arranger has any Parties have no obligation to the Borrower Guarantor 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 (c) the Administrative Agent, the Arrangers and the Lenders other Lender Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Guarantor and its Affiliates, and neither the Administrative Agent nor any and the other Lender or Arranger has any obligation Parties have no obligations to disclose any of such interests to the Borrower Guarantor or any of its Affiliates. To the fullest extent permitted by law, the Borrower Guarantor hereby waives and releases, releases any claims that it may have against the Administrative Agent Agent, any other Lender Party or any Lender or Arranger 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the ArrangersMLPFS, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers MLPFS and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Arranger MLPFS 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 Affiliates or any other Person and (ii) neither the Administrative Agent Agent, MLPFS nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers MLPFS and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, MLPFS nor any Lender or Arranger has any obligation 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 Agent, MLPFS or any Lender or Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 124

No Advisory or Fiduciary Relationship. 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 Credit Document), the Borrower each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders Agent are arm’s-length commercial transactions between the Borrower and its AffiliatesCredit Parties, on the one hand, and the Administrative Agent, the Arrangers and the Lenders Agent on the other hand, (ii) the Borrower each Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower each Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (b)(i) each of Administrative Agent and the Administrative Agent, each Arranger 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates Credit Party or any other Person and (ii) neither the none of Administrative Agent nor or any Lender or Arranger has any obligation to the Borrower any Credit Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (c) the Administrative Agent, the Arrangers Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Credit Parties and its their respective Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower any Credit Party or its any of their respective Affiliates. To the fullest extent permitted by law, the Borrower each Credit Party hereby waives and releases, releases any claims that it may have against the each of Administrative Agent or any Lender or Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. Credit and Guaranty Agreement

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Exhibit A to First Amendment Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, 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 Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender or 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 Loan Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation 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 or any Lender or 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers, on the other hand, (iiB) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) the Administrative Agent, each Arranger Agent and each Lender is the Joint Lead Arrangers 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 not are not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (iiB) neither the Administrative Agent nor any Lender or Joint 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 Loan Documents; and (ciii) the Administrative Agent, the Arrangers Agent and the Lenders 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 Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Joint 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 law, the Borrower hereby waives and releases, releases any claims that it may have against the Administrative Agent or any Lender or and each Joint 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 Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(ii) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders Lenders, on the other hand, (iiB) each of the Borrower Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iiiC) each of the Borrower Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(iii) (A) the Administrative Agent, the Arrangers and the Lenders 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 not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Loan Parties or any of Affiliates their respective Affiliates, or any other Person and (iiB) neither the Administrative Agent Agent, any Arranger nor any Lender or Arranger has any obligation to the Borrower 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 Loan Documents; and (ciii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and neither the Administrative Agent Agent, any Arranger nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower or its Loan Parties and their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrower Loan Parties hereby waives and releases, releases any claims that it may have against the Administrative Agent Agent, any Arranger or any Lender or 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 Relationship. In Section 8.13In connection with all aspects of each transaction contemplated hereby and by the other Margin Loan Documentation (including in connection with any amendment, waiver or other modification hereof or of any other Margin Loan DocumentDocumentation), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and Lenders and their Affiliates, the Arrangers and the Lenders on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Margin Loan DocumentsDocumentation; (b)(ia)(i) the each of Administrative Agent, each Arranger Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing herein or otherwise by the relevant parties, has not been, is not not, and will not be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of Affiliates its Affiliates, or any other Person and (ii) neither the each of Administrative Agent nor any and each Lender or Arranger 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 Margin Loan DocumentsDocumentation; and (cb) the Administrative Agent, the Arrangers Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation and Lenders have no obligations to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releasesagrees not to assert, on its behalf or on behalf of any Sponsor, any claims that it may have against the Administrative Agent or Agent, any Lender or Arranger any of their 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 Relationship. 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 Note Document), the Borrower Issuer acknowledges and agrees, and acknowledges its their Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Collateral Agent, the ArrangersAthyrium, and the Lenders Purchasers are arm’s-length commercial transactions between the Borrower Issuer and its their Affiliates, on the one hand, and the Administrative Collateral Agent, the Arrangers Athyrium and the Lenders Purchasers on the other hand, (ii) the Borrower Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower Issuer is capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Note Documents; (b)(i) the Administrative Collateral Agent, each Arranger Athyrium and each Lender Purchaser 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 Issuer or any of its Affiliates or any other Person and (ii) neither the Administrative Collateral Agent nor any Lender or Arranger Purchaser has any obligation to the Borrower Issuer or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Note Documents; and (c) the Administrative Collateral Agent, the Arrangers Athyrium and the Lenders Purchasers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Issuer and its their Affiliates, and neither the Administrative Agent Collateral Agent, Athyrium nor any Lender or Arranger Purchaser has any obligation to disclose any of such interests to the Borrower Issuer or its their Affiliates. To the fullest extent permitted by law, the Borrower Issuer hereby waives waive and releasesrelease, any claims that it they may have against the Administrative Agent Collateral Agent, Athyrium or any Lender or Arranger Purchaser 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 Relationship. 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 each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders on the other hand, (ii) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) 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 Loan Documents; (b)(i) the Administrative Agent, each Joint 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, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrower Borrowers or any of their Affiliates or any other Person and (ii) neither the Administrative Agent Agent, any Joint Lead Arrranger nor any Lender or Arranger has any obligation to the any Borrower or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither the Administrative Agent Agent, any Joint Lead Arranger nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower Borrowers or its their Affiliates. To the fullest extent permitted by law, the each Borrower hereby waives and releases, any claims that it may have against the Administrative Agent Agent, any Joint Lead Arranger or any Lender or Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 118

No Advisory or Fiduciary Relationship. 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 Credit Document), each of the Borrower Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and each Joint Arranger, the Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrowers, on the one hand, and the Administrative AgentAgent and each Joint Arranger, the Arrangers and the Lenders on the other hand, (ii) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Borrower Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (b)(i) each of the Administrative Agent, each Arranger the Joint Arrangers 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 any Borrower or any of its Affiliates or any other Person and (ii) neither each of the Administrative Agent nor any Lender or Arranger has Agent, the Joint Arrangers and the Lenders does not have 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 Loan Credit Documents; and (c) each of the Administrative Agent, the Joint Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither each of the Administrative Agent nor any Lender or Arranger has Agent, the Joint Arrangers and the Lenders does not have any obligation to disclose any of such interests to the any Borrower or its Affiliates. To the fullest extent permitted by lawLaw, each of the Borrower Borrowers hereby waives and releases, any claims that it may have against the Administrative Agent or any Lender or Arranger Agent, the Joint 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 Relationship. 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 Investment Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders their respective Affiliates on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Investment Documents; (b)(i) the Administrative Agent, each Arranger 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 an advisor, agent or fiduciary, for the Borrower or any of Affiliates or any other Person and (ii) neither the Administrative Agent Agent, any Lender nor any Lender or Arranger of their respective Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Investment Documents; and (c) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender or Arranger nor 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 law, the Borrower hereby waives and releases, any claims that it may have against the Administrative Agent or Agent, any Lender or Arranger 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.