Common use of No Fiduciary Responsibility Clause in Contracts

No Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Lender and its Affiliates, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (b) in connection with the process leading to such transaction, the Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (c) the Lender has not assumed an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document and the Lender has no obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents and (d) the Lender has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the facilities provided for hereunder and any related arranging or other services in connection therewith hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by Administrative Agent and Arranger are an arm’s-length commercial transaction transactions between the Borrower and its Affiliates, on the one hand, and the Lender Administrative Agent and its AffiliatesArranger, on the other hand, (B) Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents Documents; (including any amendment, waiver or other modification hereof or thereof), ii) (bA) in connection with the process leading to such transaction, the Lender Administrative Agent and Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the financial be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, Person and (cB) the Lender neither Administrative Agent nor Arranger has not assumed an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document and the Lender has no obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents Documents; and (diii) Administrative Agent and Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower and its Affiliates, and neither Administrative Agent nor Arranger has any obligation to disclose any of such interests to Borrower and its Affiliates. To the Lender has not provided fullest extent permitted by Law, Borrower hereby waives and will not provide releases any legal, accounting, regulatory or tax advice claims that it may have against Administrative Agent and Arranger with respect to any breach or alleged breach of the transactions contemplated hereby (including agency or fiduciary duty in connection with any amendment, waiver or other modification hereof or aspect of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriatetransaction contemplated hereby.

No Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the facilities provided for hereunder and any related arranging or other services in connection therewith hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arranger and the Lenders are an arm’s-length commercial transaction transactions between the Borrower and its Affiliates, on the one hand, and the Lender Administrative Agent, the Lead Arranger and its Affiliates, the Lenders on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents Credit Documents; (including any amendment, waiver or other modification hereof or thereof), ii) (bA) in connection with the process leading to such transactionAdministrative Agent, the Lender Lead Arranger and each of the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the financial be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of its respective Affiliates, stockholders, creditors or employees or any other PersonPerson and (B) neither the Administrative Agent, (c) the Lead Arranger nor any Lender has not assumed an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document and the Lender has no obligation to the Borrower or any of its respective Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents Credit Documents; and (diii) the Administrative Agent, the Lead Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and neither the Administrative Agent, the Lead Arranger nor any Lender has not provided any obligation to disclose any of such interests to the Borrower and will not provide its respective Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any legalclaims that it may have against the Administrative Agent, accounting, regulatory or tax advice the Lead Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 69 WHEREFORE, each of the transactions contemplated parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. THE SOUTHERN COMPANY, as the Borrower By: /s/ Art X. Xxxxxxx Name: Art X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer CITIBANK, N.A., as Administrative Agent and as a Lender By: /s/Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT BANK OF AMERICA, N.A. by /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT BARCLAYS BANK PLC by By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx Title: Director SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT XX XXXXXX XXXXX BANK, N.A. by /s/Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Vice President SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT MIZUHO BANK, LTD by /s/Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT XXXXX FARGO BANK, NATIONAL ASSOCIATION by /s/Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT XXXXXX XXXXXXX BANK, N.A. by /s/Xxxxxxxxxxxx Xxxxx-Xxxxx Name: Xxxxxxxxxxxx Xxxxx-Xxxxx Title: Authorized Signatory SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT SUNTRUST BANK by /s/Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. by /s/Chi-Xxxxx Xxxx Name: Chi-Xxxxx Xxxx Title: Director SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT UBS AG, STAMFORD BRANCH by /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Associate Director SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT BNP PARIBAS by /s/Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Director by /s/Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT THE BANK OF NOVA SCOTIA by /s/Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director SIGNATURE PAGE TO THE SOUTHERN COMPANY BRIDGE CREDIT AGREEMENT U.S. BANK NATIONAL ASSOCIATION by /s/Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President SCHEDULE 1.1(A) COMMITMENTS AND COMMITMENT PERCENTAGES Lender Commitment Commitment Percentage Citibank, N.A. $2,025,000,000.00 25.00% Bank of America, N.A. $643,950,000.00 7.95% Barclays Bank PLC $643,950,000.00 7.95% XX Xxxxxx Xxxxx Bank, N.A. $643,950,000.00 7.95% Mizuho Bank, Ltd. $643,950,000.00 7.95% Xxxxx Fargo Bank, N.A, $643,950,000.00 7.95% Xxxxxx Xxxxxxx $442,260,000.00 5.46% SunTrust Bank $442,260,000.00 5.46% The Bank of Tokyo-Mitsubishi UFJ, Ltd. $442,260,000.00 5.46% UBS AG, Stamford Branch $442,260,000.00 5.46% BNP Paribas $362,070,00.00 4.47% The Bank of Nova Scotia $362,070,00.00 4.47% U.S. Bank National Association $362,070,00.00 4.47% Total: $8,100,000,000.00 100.00% SCHEDULE 11.1 NOTICES BORROWER: ADMINISTRATIVE AGENT: The Southern Company30 Xxxx Xxxxx Xx. Boulevard, N.W.BIN SC1407Atlanta, GA 30308Attn: Xxxx SymonsTelephone: (404) 506-0782Facsimile: (404) 506-0717Email: xxxxxxx@xxxxxxxxxx.xxx Citibank, X.X.0000 Xxxxx Xx.Xxx Castle, DE 19720Attn: Agency OperationsTelephone: (302) 894-6010Fax: (646) 274-5080Email: xxxxxxxxxxxxxxxx@xxxx.xxx with a copy to: The Southern Company30 Xxxx Xxxxx Xx. Boulevard, NWBIN SC1407Atlanta, Georgia 30308Attention: Xxxx X. PerkinsTel: (404) 506-0739Email: xxxxxxxx@xxxxxxxxxx.xxx Payment Instructions:Citibank, N.A.ABA# 000000000Account No.: Account Name: Medium Term FinanceAttn.: Global Loans AgencyRef: Southern Company with a copy to: The Southern Company30 Xxxx Xxxxx Xx. Boulevard, NWBIN SC1203Atlanta, Georgia 30308Attention: Xxxxxxx X. BozzelliTel: (404) 506-0439Fax: (404) 506-0344Email: xxxxxxxx@xxxxxxxxxx.xxx EXHIBIT 2.2(B) FORM OF NOTE ___________, 20__ FOR VALUE RECEIVED, THE SOUTHERN COMPANY, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ___________ (the “Lender”), at the Administrative Agent’s Office as set forth in that certain Bridge Credit Agreement dated as of September 30, 2015 among the Borrower, the Lenders named therein (including the Lender) and Citibank, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) (or at such other place or places as the holder of this Note may designate), the aggregate amount of all advances made by the Lender as a portion of the Loan, in lawful money and in immediately available funds, on the dates and in the principal amounts provided in the Agreement, and to pay interest on the unpaid principal amount of the portion of the Loan made by the Lender, at such office, in like money and funds, for the period commencing on the date of the Loan until the Loan shall be paid in full, at the rates per annum and on the dates provided in the Agreement. This Note is one of the Notes referred to in the Agreement and evidences the portion of the Loan made by the Lender thereunder. The Lender shall be entitled to the benefits of the Agreement. Capitalized terms used in this Note have the respective meanings assigned to them in the Agreement and the terms and conditions of the Agreement are expressly incorporated herein and made a part hereof. The Agreement provides for the acceleration of the maturity of the portion of the Loan evidenced by this Note upon the occurrence of certain events (and for payment of collection costs in connection therewith) and for prepayments of the Loan upon the terms and conditions specified therein. In the event this Note is not paid when due at any amendmentstated or accelerated maturity, waiver or other modification hereof or the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorney fees. Except as permitted by Section 11.3(b) of the Agreement, this Note may not be assigned by the Lender to any other Loan Document) and the Credit Parties have consulted their own legalPerson. THIS NOTE SHALL BE GOVERNED BY, accountingAND CONSTRUED IN ACCORDANCE WITH, regulatory and tax advisors to the extent they have deemed appropriateTHE LAWS OF THE STATE OF NEW YORK.

No Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the facilities provided for hereunder and any related arranging or other services in connection therewith hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sustainability Coordinator and the Lead Arrangers and the Lenders are an arm’s-length commercial transaction transactions between the Borrower Borrowers and its their respective Affiliates, on the one hand, and the Lender Administrative Agent, the Sustainability Coordinator, the Lead Arrangers, and its Affiliatesthe Lenders, on the other hand, (B) each of the Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the Borrower extent it has deemed appropriate, and (C) each of the Borrowers is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents Documents; (including any amendment, waiver or other modification hereof or thereof), ii) (bA) in connection with the process leading to such transactionAdministrative Agent, the Lender Sustainability Coordinator, the Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the financial be acting as an advisor, agent or fiduciary, fiduciary for the Borrower Borrowers or any of its their respective Affiliates, stockholders, creditors or employees or any other PersonPerson and (B) neither the Administrative Agent, (c) the Sustainability Coordinator, any Lead Arranger, nor any Lender has not assumed an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document and the Lender has no obligation to the Borrower Borrowers or any of its their respective Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents Documents; and (diii) the Administrative Agent, the Sustainability Coordinator, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and neither the Administrative Agent, the Sustainability Coordinator, any Lead Arranger, nor any Lender has not provided any obligation to disclose any of such interests to the Borrowers and will not provide their respective Affiliates. To the fullest extent permitted by Law, each of the Borrowers hereby waives and releases any legalclaims that it may have against the Administrative Agent, accountingthe Sustainability Coordinator, regulatory any Lead Arranger or tax advice any Lender with respect to any breach or alleged breach of the transactions contemplated hereby (including agency or fiduciary duty in connection with any amendment, waiver or other modification hereof or aspect of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriatetransaction contemplated hereby.

No Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the facilities provided for hereunder and any related arranging or other services in connection therewith hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees that: (a) (i) the arranging of the Commitments and Loans, and provision of other services, in connection with this Agreement are an arm’s-length commercial transaction transactions between the Borrower and its Affiliatessuch Borrower, on the one hand, and the Lender Lenders and its Affiliatesthe Agents, on the other hand, (ii) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) such Borrower is capable of evaluating evaluating, and understanding understand and understands and accepts accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), Documents; (b) in connection with (i) each of the process leading to such transactionLenders and the Agents has been, the Lender is is, and has been will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and is will not the financial be acting as an advisor, agent or fiduciaryfiduciary for such Borrower, for the Borrower or any of its Affiliates, stockholders, creditors or employees Affiliates or any other Person, person or entity and (cii) the no Lender or Agent has not assumed an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document and the Lender has no obligation to the such Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents Documents; and (dc) each of the Lender has not provided Lenders, Agents and will not provide their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from such Borrower and its Affiliates, and none of the Lenders or Agents have any legalobligation to disclose any of such interests to such Borrower or its Affiliates. To the fullest extent permitted by law, accounting, regulatory each Borrower hereby waives and releases any claims that it may have against any of the Lenders or tax advice Agents with respect to any breach or alleged breach of the transactions contemplated hereby (including agency or fiduciary duty in connection with any amendment, waiver or other modification hereof or aspect of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriatetransaction contemplated hereby.

No Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the facilities provided for hereunder and any related arranging or other services in connection therewith hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transaction transactions between the Borrower and its Affiliates, on the one hand, and the Lender Administrative Agent, the other Arrangers and its Affiliates, the Lenders on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents Credit Documents; (including any amendmentii) (A) the Administrative Agent, waiver or each of the other modification hereof or thereof), (b) in connection with Arrangers and each of the process leading to such transaction, the Lender Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the financial be acting as an advisor, agent or fiduciary, fiduciary for the Borrower or any of its respective Affiliates, stockholders, creditors or employees or any other Person, Person and (cB) neither the Administrative Agent nor any other Arranger or Lender has not assumed an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document and the Lender has no obligation to the Borrower or any of its respective Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents Credit Documents; and (diii) the Administrative Agent, the Arrangers, the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and neither the Administrative Agent nor any other Arranger or any Lender has not provided any obligation to disclose any of such interests to the Borrower and will not provide its respective Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any legalclaims that it may have against the Administrative Agent, accounting, regulatory or tax advice the Arrangers and the Lenders with respect to any breach or alleged breach of the transactions contemplated hereby (including agency or fiduciary duty in connection with any amendment, waiver or other modification hereof or aspect of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriatetransaction contemplated hereby.

No Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the facilities provided for hereunder and any related arranging or other services in connection therewith hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower acknowledges and agrees that: (a) (i) the arranging of the Commitments and Loans, and provision of other services, in connection with this Agreement are an arm’s-length commercial transaction transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Lender Lenders and its Affiliatesthe Agents, on the other hand, (ii) Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) Borrower is capable of evaluating evaluating, and understanding understand and understands and accepts accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), Documents; (b) in connection with (i) each of the process leading to such transactionLenders and the Agents has been, the Lender is is, and has been will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and is will not the financial be acting as an advisor, agent or fiduciaryfiduciary for Borrower, for the Borrower or any of its Affiliates, stockholders, creditors or employees Affiliates or any other Person, person or entity and (cii) the no Lender or Agent has not assumed an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document and the Lender has no obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents Documents; and (dc) each of the Lender has not provided Lenders, Agents and will not provide their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from Borrower and its Affiliates, and none of the Lenders or Agents have any legalobligation to disclose any of such interests to Borrower or its Affiliates. To the fullest extent permitted by law, accounting, regulatory Borrower hereby waives and releases any claims that it may have against any of the Lenders or tax advice Agents with respect to any breach or alleged breach of the transactions contemplated hereby (including agency or fiduciary duty in connection with any amendment, waiver or other modification hereof or aspect of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.transaction contemplated hereby. 79 SAFEWAY TERM CREDIT AGREEMENT