Common use of No Fiduciary Duty Clause in Contracts

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

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise the Related Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents and the Related Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents), and (y) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and the Related Documents and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors holders or any other Personcreditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction the transactions contemplated by the Loan Documents or the Related Documents or the process leading thereto.

No Fiduciary Duty. The Credit Parties LC Issuer and their respective its Affiliates (collectively, solely for purposes of this SectionSection 8.13, the “Lender PartiesLC Issuer”), may have economic interests that conflict with those of the BorrowerObligors, its securities holders their respective stockholders and/or their Affiliatesaffiliates. The Borrower Guarantor agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Partythe LC Issuer, on the one hand, and the BorrowerGuarantor, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower Guarantor acknowledges and agrees that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLC Issuer, on the one hand, and the BorrowerGuarantor, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party the LC Issuer has not assumed an advisory or fiduciary responsibility in favor of the BorrowerGuarantor, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party the LC Issuer has advised, is currently advising or will advise the BorrowerGuarantor, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower Guarantor except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party the LC Issuer is acting solely as principal and not as the agent or fiduciary of the BorrowerGuarantor, its management, securities holders, stockholders or creditors or any other Person. The Borrower Guarantor acknowledges and agrees that it the Guarantor has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Guarantor agrees that it will not claim that any Lender Party the LC Issuer has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BorrowerGuarantor, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Each Loan Party agrees and acknowledges that: (i) each Secured Party is acting solely as a principal and is not a financial advisor, agent or fiduciary, for the Loan Parties and or any of their respective Affiliates Affiliates, stockholders, creditors or employees or any other party; (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents ii) no Secured Party has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in any Loan Party’s or their respective Affiliates’ favor with respect to any of the Borrower, its securities holders transactions contemplated hereby (irrespective of whether any Secured Party has advised or is currently advising any Loan Party or its Affiliates on other matters) and no Secured Party has any obligation to the Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the those obligations expressly set forth herein; (iii) the Secured Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the Loan DocumentsParties or their respective Affiliates and the Secured Parties have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiv) each Lender Party is acting solely as principal and the Lenders have not as the agent provided any legal, accounting, regulatory or fiduciary tax advice in any jurisdiction with respect to any of the Borrowertransactions contemplated hereby and the Loan Parties have consulted their own legal, its managementaccounting, securities holders, creditors or any other Personregulatory and tax advisors to the extent they have deemed appropriate. The Borrower Each Loan Party acknowledges and agrees that it has consulted will consult with its own legal advisors concerning such matters and financial advisors to the extent it deemed appropriate and that it is shall be responsible for making its own independent judgment investigation and appraisal of the transactions contemplated hereby, and neither any Secured Party nor its Affiliates shall have any responsibility or liability to any Loan Party with respect thereto. Each Loan Party hereby waives and releases, to the fullest extent permitted by law, any claims that such Loan Party may have against the Secured Parties or their respective Affiliates with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoduty.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower Each Loan Party acknowledges and agrees that that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Loan Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower agrees that nothing in the Loan Documents this Agreement and any related documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents this Agreement and any related documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, this Agreement and any related documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents), and (y) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors holders or any other Personcreditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesLoan Parties. The Borrower Each of the Loan Parties agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and any Lender Loan Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliates, on affiliates. Each of the other hand. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and each of the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Loan Party on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it Loan Parties has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each of the Loan Parties further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees Each of the Loan Parties agree that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith with the transactions contemplated by the Credit Documents and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby by the Credit Documents (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party in connection therewith except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lead Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this SectionSection 9.15, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders shareholders and/or their Affiliatesits affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders shareholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders shareholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders shareholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersshareholders, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each Agent, each Lender, each Letter of Credit Parties Issuer, each Swingline Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holders, creditors equity holders or any other Personcreditors. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Collateral Agent, each Purchaser, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesPurchasers”), may have economic interests that conflict with those of the BorrowerNote Parties, its securities their equity holders and/or their Affiliatesaffiliates. The Borrower Each Note Party agrees that nothing in the Loan Note Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyPurchaser, on the one hand, and the Borrowersuch Note Party, its securities equity holders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Note Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Note Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesPurchasers, on the one hand, and the BorrowerNote Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party Purchaser has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Note Party, its securities equity holders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Purchaser has advised, is currently advising or will advise the Borrowerany Note Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Note Party except the obligations expressly set forth in the Loan Documents, Note Documents and (y) each Lender Party Purchaser is acting solely as principal and not as the agent or fiduciary of the Borrowerany Note Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Note Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Note Party agrees that it will not claim that any Lender Party Purchaser has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Note Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other hand. The Borrower acknowledges parties hereto acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees agree that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other hand. The Borrower acknowledges parties hereto acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each Agent, each Syndication Agent, each Documentation Agent, each Joint Lead Arranger and Bookrunner, each Letter of Credit Parties Issuer, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holders, creditors stockholders or any other Personcreditors. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretothereto and, to the fullest extent permitted by law, hereby waives and releases any claims that it may have against any Lender 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 Fiduciary Duty. The Credit Parties Each Agent, the Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agrees, and acknowledges its Subsidiaries’ understanding, that (i) no Credit Party will have any obligations except those obligations expressly set forth herein and in the transactions contemplated by the other Loan Documents (including and each Credit Party is acting solely in the exercise capacity of rights and remedies hereunder and thereunder) are arm’s-an arm’s length commercial transactions between contractual counterparty to the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates Borrower with respect to the Loan Documents and the transactions contemplated hereby (therein and not as a financial advisor or a fiduciary to, or an agent of, the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) Borrower or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoperson. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any Lender legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The 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, the Borrower and other companies with which it 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, the 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 Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower 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. The Borrower also acknowledges that no Credit Party has rendered advisory services of any nature or respectobligation to use in connection with the transactions contemplated by the Loan Documents, or owes a fiduciary or similar duty to furnish to the Borrower, in connection with such transaction or the process leading theretoconfidential information obtained from other companies.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, the Collateral Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Agents, each Issuing Bank and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto. In furtherance of the foregoing, no Hedge Agreement the obligations under which constitute Specified Hedge Agreement obligations and no other agreements the obligations under which constitute Cash Management Obligations, in each case will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement or any other Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedge Agreement or such agreement in respect of Cash Management Services shall be deemed to have appointed the applicable Administrative Agent to serve as administrative agent and the Collateral Agent to serve as collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

No Fiduciary Duty. The Credit Each Loan Party agrees and acknowledges that: (i) each Secured Party is acting solely as a principal and is not a financial advisor, agent or fiduciary, for the Loan Parties and or any of their respective Affiliates Affiliates, stockholders, creditors or employees or any other party; (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents ii) no Secured Party has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in any Loan Party’s or their respective Affiliates’ favor with respect to any of the Borrower, its securities holders transactions contemplated hereby (irrespective of whether any Secured Party has advised or is currently advising any Loan Party or its Affiliates on other matters) and no Secured Party has any obligation to the Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the those obligations expressly set forth herein; (iii) the Secured Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the Loan DocumentsParties or their respective Affiliates and the Secured Parties have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiv) each Lender Party is acting solely as principal and the Lenders have not as the agent provided any legal, accounting, regulatory or fiduciary tax advice in any jurisdiction with respect to any of the Borrowertransactions contemplated hereby and the Loan Parties have consulted their own legal, its managementaccounting, securities holders, creditors or any other Personregulatory and tax advisors to the extent they have deemed appropriate. The Borrower Each Loan Party acknowledges and agrees that it has consulted will consult with its own legal advisors concerning such matters and financial advisors to the extent it deemed appropriate and that it is shall be responsible for making its own independent judgment investigation and appraisal of the transactions contemplated hereby, and neither any Secured Party or its Affiliates shall have any responsibility or liability to any Loan Party with respect thereto. Each Loan Party hereby waives and releases, to the fullest extent permitted by law, any claims that such Loan Party may have against the Secured Parties or their respective Affiliates with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoduty.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders member and/or their AffiliatesAffiliates (collectively, solely for purposes of this Section, the “Borrower Parties”). The Borrower agrees that nothing in the Loan Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerBorrower Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Transaction Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Borrower Party, its management, securities holders, creditors or any other Person. The Each Borrower Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their respective Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or stockholders or their respective Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders Affiliates or its Affiliatestheir respective stockholders, on the other handother. The Borrower acknowledges and agrees that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading thereto, (xii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders Affiliates or its Affiliates their respective stockholders, in each case, with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its their respective Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions contemplated hereby and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction transactions contemplated hereby or the process leading thereto. The Borrower acknowledges no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Joint Lead Arrangers, the Agents and the Lenders or among the Borrower and the Lender Parties.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of each of the BorrowerBorrowers, its securities holders their stockholders and/or their Affiliates. The Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the any Borrower, its securities holders stockholders or its Affiliates, on the other handother. The Borrower Each of the Borrowers acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the each Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the any Borrower, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the any Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, securities holdersstockholders, creditors or any other Person. The Each Borrower acknowledges and agrees that it such Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender PartiesGroup” and each, a “Lender Group Member”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyGroup Member, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesGroup, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party Group Member has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Group Member has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party Group Member is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party Group Member has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesLoan Parties. The Borrower Each of the Loan Parties agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and any Lender Loan Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliates, on affiliates. Each of the other hand. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and each of the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Loan Party on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it Loan Parties has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each of the Loan Parties further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees Each of the Loan Parties agree that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Loan Party, in connection with such transaction or the process leading thereto.. 364-DAY CREDIT AGREEMENT

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the MLP Entity, the Borrower and the Subsidiaries of the Borrower, its securities holders and/or their Affiliates. The Borrower hereby agrees that subject to applicable law, nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, Lenders and the BorrowerLoan Parties, its securities their equity holders or its their Affiliates, on the other hand. The Borrower hereby acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction none of the Lenders is acting as the agent or fiduciary of any Loan Party, its management, equity holders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates such Loan Party on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, (iv) the Borrower and (y) each Lender other Loan Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and (v) the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates and no Lender has an obligation to disclose any such interests to the Borrower or its Affiliates. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied similar duty between any Lender Party, on the one hand, Lenders and the Borrower, its securities holders stockholders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Credit Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Each Lender Parties”), Party may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, Party and the Borrower, its securities holders stockholders or its Affiliates, on the other handaffiliates. The Borrower acknowledges and agrees that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading theretoto such transaction each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xc) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Credit Documents and (yd) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their equityholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders equityholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders equityholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Personperson. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees that agree that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowereach Loan Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Xxxxxx has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Loan Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesCredit Parties. The Borrower Each Credit Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Partythe Lenders, on the one hand, and the Borrowersuch Credit Party, its securities holders Subsidiaries, and any of their respective stockholders or its Affiliatesaffiliates, on the other hand. The Borrower Each Credit Party acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowersuch Credit Party, its Subsidiaries and their respective affiliates, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of such Credit Party, its Subsidiaries or their respective affiliates, management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders Subsidiaries or its Affiliates their respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrowersuch Credit Party, its securities holders Subsidiaries or its Affiliates their respective affiliates on other matters) or any other obligation to the Borrower such Credit Party, its Subsidiaries or their respective affiliates except the obligations expressly set forth in the Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the BorrowerCredit Party, its management, securities holders, creditors or any other Person. The Borrower acknowledges Subsidiaries and agrees that it has their respective affiliates have consulted its their own legal and financial advisors to the extent it each deemed appropriate appropriate. Each Credit Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, its Subsidiaries or their respective affiliates in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, each Other Agent, each Lender and their respective Affiliates affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any of the Lender Party, on the one hand, Parties and the Borrower, its securities holders shareholders or its Affiliates, on the other handaffiliates. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction, each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Credit Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Agent, the Swingline Lender, each Issuing Bank each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, other and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.. Section 9.15 Acknowledgment and Consent to Bail-in of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

No Fiduciary Duty. The Credit Parties Each Agent, the Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or stockholders or their respective Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders Affiliates or its Affiliatestheir respective stockholders, on the other handother. The Borrower acknowledges and agrees that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders Affiliates or its Affiliates their respective stockholders, in each case, with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Xxxxxx has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its their respective Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions contemplated hereby and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction transactions contemplated hereby or the process leading thereto. The Borrower acknowledges no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Joint Lead Arrangers, the Agents and the Lenders or among the Borrower and the Lender Parties.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Issuing Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees that agree that: (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowereach Credit Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Credit Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Fronting Bank, each Swing Line Lender, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Credit Parties”), may have economic interests that conflict with those of the BorrowerBorrowers, its securities holders their stockholders and/or their Affiliatesaffiliates. The Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Credit Party, on the one hand, and the such Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Borrowers acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Credit Parties, on the one hand, and the BorrowerBorrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of the any Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party has advised, is currently advising or will advise the any Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Credit Party is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, securities holdersstockholders, creditors or any other Person. The Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, the Arrangers, the Syndication Agent, each Lender, the Swingline Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that 170 conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees that agree that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowereach Loan Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Loan Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Issuing Bank each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Agreement Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Agreement Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Agreement Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Agreement Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Agreement Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Agreement Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Agreement Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Agreement Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Agreement Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Agreement Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Agreement Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Agreement Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerBorrower Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Each Borrower Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Borrower Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerBorrower Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Borrower Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Borrower Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Borrower Party, its management, securities holdersstockholders, creditors or any other Person. The Each Borrower Party acknowledges and agrees that it has consulted its own legal legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective branches and Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties parties hereto hereby acknowledge that each Agent, each Joint Lead Arranger, each Co-Manager, each Syndication Agent, each Documentation Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrowerany Loan Party, its securities holders stockholders and/or their respective Affiliates. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Loan Party, its securities holders stockholders or its Affiliates, their respective Affiliates on the other hand. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan Party, that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonLoan Party. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan Party, that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, Issuing Bank, Lender, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment 172 with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees that agree that: (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowereach Credit Party, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Credit Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Arranger, each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees that agree that: (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowereach Credit Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Credit Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. The Credit Parties Lender and their respective its Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their respective Affiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Partythe Lender, on the one hand, and the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees that agree that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowereach Loan Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no the Lender Party has not assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Loan Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has rendered advisory services of any nature or respect, or (solely in its capacity as such) owes a fiduciary or similar duty to the Borrower, such Loan Party in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Agents, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesAgent and Lenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Agent or Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Agent or Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Agent and Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Agent or Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Each Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower Party acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise extensions of rights and remedies hereunder and thereunder) are credit pursuant to this Agreement, is an arm’s-length commercial transactions transaction between the Lender Loan Parties, on the one hand, and the BorrowerAdministrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Administrative Agent, the Issuing Bank, the Swing Line Lender and each Lender is acting solely as a principal and not the agent or fiduciary of any Loan Party, (xiii) no none of the Administrative Agent, the Issuing Bank, the Swing Line Lender Party or any Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions extensions of credit contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any the Administrative Agent, the Issuing Bank, the Swing Line Lender Party or such Lender has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates such Loan Party on other matters) or any other obligation to the Borrower except any Loan Party other than the obligations expressly set forth in this Agreement and the other Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary none of the BorrowerAdministrative Agent, its managementthe Issuing Bank, securities holders, creditors the Swing Line Lender or any other Person. The Borrower acknowledges Lender have provided any legal, accounting, regulatory or tax advice with respect to the extensions of credit contemplated hereby and agrees that it each Loan Party has consulted its own legal legal, accounting, regulatory, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate. The Borrower Each Loan Party agrees that it will not claim that the Administrative Agent, the Issuing Bank, the Swing Line Lender, any Lender Party Lender, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, any Loan Party in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Issuing Bank each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Arranger and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals, and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Lender and their respective Affiliates (collectively, solely for purposes of this SectionSection 9.22, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties and their respective Subsidiaries, its securities holders their equityholders and/or their Affiliates. The Borrower Each Loan Party, for itself and on behalf of its Subsidiaries, agrees that nothing in this Agreement or the Loan other Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency Amendment No. 5 Xxxxx Energy Partners - Operating, L.P. Credit Agreement relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders any Loan Party or its Subsidiaries, their equityholders or their Affiliates, on the other handother. The Borrower Each Loan Party, for itself and on behalf of its Subsidiaries, acknowledges and agrees that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties and their Subsidiaries, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders any Loan Party or its Subsidiaries, their equityholders or their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders any Loan Party or its Subsidiaries, their equityholders or their Affiliates on other matters) or any other obligation to the Borrower any Loan Party or any of its Subsidiaries except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party or any of its Subsidiaries, its managementtheir officers, securities holdersequityholders, creditors or any other Person. The Borrower Each Loan Party, for itself and its Subsidiaries, acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party, for itself and its Subsidiaries, agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party or Subsidiary, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto. Section 9.15 Acknowledgment and Consent to Bail-in of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Section 9.16 Survival. Sections 2.12, 2.16, 2.17 and 9.03 shall survive the Maturity Date for the benefit of each Agent and each Lender, as applicable. Section 9.17 [Reserved].

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder under this Agreement and thereunderthe other Credit Documents) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith with such transaction and with the process leading thereto, to such transactions (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby by this Agreement (or the exercise of rights or remedies with respect theretoto such transactions) or the process leading thereto to such transactions (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoto such transactions. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.to such transaction. [Remainder of page intentionally left blank; signature pages follow]

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this SectionSection 10.23, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other 178 GS/Landec – Credit and Guaranty Agreement obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents), and (y) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors holders or any other Personcreditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.. MIDAMERICAN ENERGY HOLDINGS COMPANY, as Borrower By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Vice President and Treasurer UNION BANK, N.A., as Administrative Agent, Swingline Lender and Lender By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Assistant Vice President LENDERS: THE ROYAL BANK OF SCOTLAND PLC By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A. By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Executive Director BARCLAYS BANK PLC By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President Xxxxx Fargo Bank, N.A. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Assistant Vice President U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President BNP Paribas By /s/ Xxxxxxxx X. Xxxxxxxxx XX Name: Xxxxxxxx X. Xxxxxxxxx XX Title: Vice President By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President CITIBANK, N.A. By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President Xxxxx Xxxx xx Xxxxxx By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory Mizuho Corporate Bank, Ltd. By /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory NATIONAL COOPERATIVE SERVICES CORPORATION, as Lender, By /s/ L. Xxxxxxx Xxxxxxx Name: L. Xxxxxxx Xxxxxxx Title: Assistant Secretary Treasurer The Bank of New York Mellon By /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Vice President The Bank of Nova Scotia By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director Sumitomo Mitsui Banking Corporation By /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director DEUTSCHE BANK AG NEW YORK BRANCH By /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory KEYBANK NATIONAL ASSOCIATION By /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President LLOYDS TSB BANK PLC, as Lender By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President - F014 By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President - W011 PNC BANK, NATIONAL ASSOCIATION By /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President BANKERS TRUST COMPANY By /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President EXHIBIT A (to the Credit Agreement) FORM OF NOTICE OF BORROWING Union Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below Attention: Agency Group [Date] Ladies and Gentlemen: The undersigned, MidAmerican Energy Holdings Company, refers to the Credit Agreement, dated as of June 28, 2012 (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders and LC Issuing Banks party thereto, and Union Bank, N.A., as Administrative Agent and as Swingline Lender, and hereby gives you notice, irrevocably, pursuant to Section 2.02(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

No Fiduciary Duty. The Credit Parties Each Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction transactions or the process leading thereto.. 150

No Fiduciary Duty. The Credit Parties parties hereto acknowledge and their respective agree that each Finance Party and each of its Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may from time to time have or acquire economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesBorrower or another Group Member. The Borrower agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Partythe Lenders, on the one hand, and the Borrower, its securities holders any Group Member, their stockholders or its Affiliates, on the other handother. The Borrower acknowledges and agrees that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the other Group Members, on the other, and ; (iib) in connection therewith and with the process leading theretoto such transaction, each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, any other Group Member, their management, stockholders, creditors or any other person; (xc) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders Borrower or its Affiliates any other Group Member with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its Affiliates has advised, advised or is currently advising the Borrower or will advise the Borrower, its securities holders or its Affiliates any other Group Member on other matters) or any other obligation to the Borrower or other Group Member, except the obligations expressly set forth in the Loan Credit Documents, ; and (yd) each Lender Party is acting solely as principal the Borrower and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has Group Members have consulted its their own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is and the other Group Members are responsible for making its their own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BorrowerBorrower or any other Group Member, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Each Lender Parties”), Party may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, Party and the Borrower, its securities holders stockholders or its Affiliates, on the other handaffiliates. The Borrower acknowledges and agrees that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading theretoto such transaction each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of Borrower, its management, stockholders, creditors or any other person, (xc) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Credit Documents and (yd) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto. [Remainder of this page intentionally left blank. Signature pages follow.] SCHEDULE I

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, the Collateral Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliates, on the other handother, except as otherwise explicitly provided herein. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person, except as otherwise explicitly provided herein. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Collateral Agent, each Purchaser, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesPurchasers”), may have economic interests that conflict with those of the BorrowerNote Parties, its securities their equity holders and/or their Affiliatesaffiliates. The Borrower Each Note Party agrees that nothing in the Loan Note Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyPurchaser, on the one hand, and the Borrowersuch Note Party, its securities equity holders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Note Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Note Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesPurchasers, on the one hand, and the BorrowerNote Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party Purchaser has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Note Party, its securities equity holders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Purchaser has advised, is currently advising or will advise the Borrowerany Note Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Note Party except the obligations expressly set forth in the Loan Documents, Note Documents and (y) each Lender Party Purchaser is acting solely as principal and not as the agent or fiduciary of the Borrowerany Note Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Note Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Note Party agrees that it will not claim that any Lender Party Purchaser has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Note Party, in connection with such transaction or the process leading thereto.. 106

No Fiduciary Duty. The Credit Parties Administrative Agent, each Fronting Bank, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Credit Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Credit Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Credit Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Credit Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Agents, each Issuing Bank and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto. In furtherance of the 231 |US-DOCS\138541167.4141447058.7|| foregoing, no Hedge Agreement the obligations under which constitute Specified Hedge Agreement obligations and no other agreements the obligations under which constitute Cash Management Obligations, in each case will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement or any other Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedge Agreement or such agreement in respect of Cash Management Services shall be deemed to have appointed the applicable Administrative Agent to serve as administrative agent and the Collateral Agent to serve as collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of each of the BorrowerBorrowers, its securities holders their stockholders and/or their Affiliates. The Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the any Borrower, its securities holders stockholders or its Affiliates, on the other handother. The Borrower Each of the Borrowers acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the each Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the any Borrower, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the any Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, securities holdersstockholders, creditors or any other Person. The Each Borrower acknowledges and agrees that it such Xxxxxxxx has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors FIRST AMENDMENT TO REVOLVING SYNDICATED FACILITY AGREEMENT or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.”

No Fiduciary Duty. The Credit Parties parties hereto hereby acknowledge that each Agent, each Joint Lead Arranger, each Syndication Agent, each Documentation Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrowerany Loan Party, its securities holders stockholders and/or their respective Affiliates. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Loan Party, its securities holders stockholders or its Affiliates, their respective Affiliates on the other hand. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan Party, that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonLoan Party. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan Party, that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Loan Party, in connection with such transaction or the process leading thereto. Xxxxxxx Xxxxx & Co. has been retained by the Borrower as financial advisor and Barclays Capital Inc. has been retained by Cerberus as financial advisor (each in such capacity, a “Financial Advisor”), in each case in connection with the potential sale of all or a portion of the businesses of the Borrower and its Subsidiaries, including the NAI Sale. Each party hereto agrees to such retention, and further agrees not to assert any claim it might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from (x) on the one hand, the engagement of Xxxxxxx Sachs & Co, in its capacity as a Financial Advisor and, on the other hand, Xxxxxxx Xxxxx’ and its affiliates’ relationships with such party as described and referred to herein or (y) on the one hand, the engagement of Barclays Capital Inc., in its capacity as a Financial Advisor and, on the other hand, Barclays’ and its affiliates’ relationships with such party as described and referred to herein. Nothing in this Agreement shall affect the agreements and obligations between the Borrower and Xxxxxxx Sachs & Co. as a Financial Advisor.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, each Other Agent, each Lender and their respective Affiliates affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any of the Lender Party, on the one hand, Parties and the Borrower, its securities holders stockholders or its Affiliates, on the other handaffiliates. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction, each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, shareholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Credit Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of each of the BorrowerBorrowers, its securities holders their stockholders and/or their Affiliates. The Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the any Borrower, its securities holders stockholders or its Affiliates, on the other handother. The Borrower Each of the Borrowers acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the each Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the any Borrower, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the any Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, securities holdersstockholders, creditors or any other Person. The Each Borrower acknowledges and agrees that it such Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the such Borrower, in connection with such transaction or the process leading thereto.. 44

No Fiduciary Duty. The Credit Parties Each Agent, Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”)Affiliates, may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower (on its own behalf and on behalf of the other Loan Parties) agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Agent, Lender Partyor their respective Affiliates, on the one hand, and the Borrowerany Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower (on its own behalf and on behalf of the other Loan Parties) acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the each Agent, Lender Partiesand their respective Affiliates, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Agent, Lender Party or their respective Affiliates has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Agent, Lender Party or their respective Affiliates has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Agent, Lender Party and their respective Affiliates is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower (on its own behalf and on behalf of the other Loan Parties) acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower (on its own behalf and on behalf of the other Loan Parties) agrees that it will not claim that any Agent, Lender Party or their respective Affiliates has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.. Section 9.15 Acknowledgment and Consent to Bail-in of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.. Section 9.15 Acknowledgment and Consent to Bail-in of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability;

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, the Syndication Agent and the Co-Documentation Agents, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees that agree that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowereach Loan Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Loan Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 103 The Credit Parties Administrative Agent, each Fronting Bank, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Credit Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Credit Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Credit Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Credit Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other hand. The Borrower acknowledges parties hereto acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or 143 their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction transactions or the process leading thereto.

No Fiduciary Duty. The Credit Parties parties hereto hereby acknowledge that each Agent, each Joint Lead Arranger, the Syndication Agent, the Documentation Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrowerany Loan Party, its securities holders stockholders and/or their respective Affiliates. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Loan Party, its securities holders stockholders or its Affiliates, their respective Affiliates on the other hand. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan Party, that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonLoan Party. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan Party, that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Issuing Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees that agree that: (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowereach Credit Party, on the other, and (ii) in 195 connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Credit Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees agree that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other hand. The Borrower acknowledges parties hereto acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Xxxxxx has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied similar duty between any Lender Party, on the one hand, Lenders and the Borrower, its securities holders stockholders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any 67 Lender Party or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Credit Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Domestic Overdraft Provider, each Isuing Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or stockholders or their respective Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders Affiliates or its Affiliatestheir respective stockholders, on the other handother. The Borrower acknowledges and agrees that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading thereto, (xii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders Affiliates or its Affiliates their respective stockholders, in each case, with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its their respective Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary CHAR1\1740645v10 of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions contemplated hereby and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction transactions contemplated hereby or the process leading thereto. The Borrower acknowledges no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Joint Lead Arrangers, the Agents and the Lenders or among the Borrower and the Lender Parties.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender PartiesLenders”), may have economic interests that conflict with those of Parent, Borrower and their respective Subsidiaries (collectively, solely for purposes of this Section, the Borrower“Credit Parties” and each a “Credit Party”), its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliatesaffiliate, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the Lender PartiesLender, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates affiliates with respect to thereto) or the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other mattersany Credit Party) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (yv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Personperson. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, Xxxxxx and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict conf lict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary f iduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates affiliates 139 with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Xxxxxx has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates Af f iliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Transaction Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary f iduciary of the Borrowerany Credi t Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Cred it Party, in connection with such transaction or the process leading thereto. 11.22.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has 154 rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each Agent, each Lender, each Letter of Credit Parties Issuer and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with 146 the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holders, creditors equity holders or any other Personcreditors. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) except as otherwise expressly agreed in writing, no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Xxxxxx has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent Administrative Agent or fiduciary of the Borrowerany Credit Party, its management, securities holders, creditors stockholders or any other Personcreditors. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their its Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliates, on the other handother. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction transactions or the process leading thereto.