Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each Borrower of the Borrowers and Holdings 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 Sub-Agents, the Arrangers Agents and the Lenders Lead Arrangers are arm’s-length commercial transactions between such Borrower the Borrowers, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersLead Arrangers, on the other hand, (B) such Borrower each of the Borrowers and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower each of the Borrowers and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Lead Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrowers, Holdings or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Lead Arrangers or the Lenders nor any Lender has any obligation to such Borrower the Borrowers, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Lead Arrangers, the Lenders Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its the Borrowers, Holdings their respective Affiliates, and neither none of the Administrative AgentAgents, nor any Sub-Agent, nor any Arranger, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Lead Arrangers and the Lenders nor any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower, Holdings and their respective Subsidiaries and any Agent, any Arranger or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent, any Arranger or any Lender has advised or is advising any of the Borrower, Holdings and their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower the Borrower, Holdings and its Affiliatestheir respective Subsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (BC) such each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, Holdings or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or and the Lenders has any obligation to such Borrower the Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, Holdings and its their respective Affiliates, and neither none of the Administrative AgentAgents, nor the Arrangers, the Lenders or any Sub-Agent, nor any Arranger, nor any Lender of their respective Affiliates has any obligation to disclose any of such interests and transactions to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges of the Borrowers acknowledge and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-AgentsLenders, the Arrangers Documentation Agents and the Lenders Arrangers are arm’s-length commercial transactions between such Borrower the Borrowers, Parent and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsLenders, the Arrangers Documentation Agents and the LendersArrangers, on the other hand, (B) such Borrower has each of the Borrowers and Parent have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is each of the Borrowers and Parent are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agentseach Lender, the Arrangers each Documentation Agent and the Lenders each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrowers, Parent or any of its their respective Affiliates, or any other Person person and (B) none of neither the Administrative Agent, the Sub-Agentsnor any Lender, the Arrangers Documentation Agent or the Lenders Arranger has any obligation to such Borrower the Borrower, Parent or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agentseach Lender, the Arrangers each Documentation Agent and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrowers, Parent and its their respective Affiliates, and neither the Administrative Agent, nor any Sub-Agent, Agent nor any Arranger, nor any Lender or documentation agent has any obligation to disclose any of such interests to the Borrower Borrowers, Parent or its any of their respective Affiliates. To the fullest extent permitted by law, each Each of the Borrowers hereby waives and releases any claims agrees that it may have will not take any position or bring any claim against any of the Administrative Agent, Lenders, Documentation Agents or Arrangers that is contrary to the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebypreceding sentence.

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

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower, Holdings and their respective Subsidiaries and any Agent or Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or Arranger has advised or is advising any of the Borrower, Holdings and their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower the Borrower, Holdings and its Affiliatestheir respective Subsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersArrangers, on the other hand, (BC) such each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, Holdings or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders neither any Agent nor any Arranger has any obligation to such Borrower the Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, Holdings and its their respective Affiliates, and neither the Administrative Agent, any Agent nor any Sub-Agent, nor any Arranger, nor any Lender Arranger has any obligation to disclose any of such interests and transactions to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each Borrower of the Borrowers acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrowers and their respective Subsidiaries and the Administrative Agent, the Collateral Agent or the Lead Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Credit Documents, irrespective of whether the Administrative Agent, the Collateral Agent or the Lead Arranger has advised or is advising any of the Borrowers their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders Lead Arranger are arm’s-length commercial transactions between such Borrower the Borrowers and its Affiliatestheir respective Subsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the LendersLead Arranger, on the other hand, (BC) such Borrower each of the Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such Borrower each of the Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders is Lead Arranger each are and has have been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrowers or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent or the Lenders any Lead Arranger has any obligation to such Borrower the Borrowers or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrowers and its their respective Affiliates, and neither the Administrative Agent, the Collateral Agent nor any Sub-Agent, nor any Arranger, nor any Lender Lead Arranger has any obligation to disclose any of such interests and transactions to the Borrower Borrowers or its any of their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Documenthereof), each 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 Sub-other Agents, the Arrangers Arrangers, the LC Issuers and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-other Agents, the Arrangers Arrangers, the LC Issuers and the Lenders, Lenders on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documentshereby; (ii) (A) each of the Administrative Agent, the Sub-Agentseach other Agent, the Arrangers each Arranger, each LC Issuer and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agentsany other Agent, the Arrangers or the Lenders any Arranger, any LC Issuer nor any Lender has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsherein; and (iii) the Administrative Agent, the Sub-other Agents, the Arrangers Arrangers, the LC Issuers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither the Administrative Agent, nor any Sub-other Agent, nor any Arranger, any LC Issuer nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-other Agents, the Arrangers Arrangers, the LC Issuers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each the Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and any Lender, Agent or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Credit Documents, irrespective of whether any Agent or any Arranger has advised or is advising any of the Borrower, and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between such the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agent and the LendersArrangers, on the other hand, (BC) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, Agent and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, Affiliates or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders neither any Agent nor any Arranger has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative AgentLenders, the Sub-Agents, Agents and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither the Administrative Agent, any Agent nor any Sub-Agent, nor any Arranger, nor any Lender Arranger has any obligation to disclose any of such interests and transactions to the Borrower or any of its Affiliates. To the fullest extent permitted by law, each of law the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, Agent and the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof hereof, of the Credit Agreement or of any other Loan Document), the Borrower and each Borrower other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower, the other Loan Parties and their Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby, by the Credit Agreement or by the other Loan Documents, irrespective of whether the Administrative Agent, or any Lender has advised or is advising the Borrower, any Loan Party or any of their Subsidiaries on other matters, (Aii) the arranging and other services regarding this Agreement and the Credit Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders are arm’s-arm’s- length commercial transactions between such Borrower the Borrower, the other Loan Parties and its their Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders, on the other hand, (Biii) such the Borrower has and each Loan Party have consulted its their own legal, accounting, regulatory and tax advisors to the extent it that they has deemed appropriate, appropriate and (Civ) such the Borrower is and the Loan Parties are each capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby hereby, by the Credit Agreement and by the other Loan Documents; and (iib) (Ai) each of the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, any other Loan Party or any of its their Affiliates, or any other Person and ; (Bii) none of the Administrative Agent, the Sub-Agents, the Arrangers or Agent and the Lenders has any obligation to such Borrower the Borrower, any Loan Party or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein herein, in the Credit Agreement and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, the other Loan Parties and its their Affiliates, and neither none of the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor any Lender Agent and the Lenders has any obligation to disclose any of such interests to the Borrower Borrower, any other Loan Party or its their Affiliates. To the fullest extent permitted by lawLaw, the Borrower and each of the Borrowers Loan Party hereby waives and releases any claims that it may have against any of the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings 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 Sub-Agents, the Arrangers Agent and the Lenders Joint Lead Arrangers, are arm’s-length commercial transactions between such Borrower the Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agent and the LendersJoint Lead Arrangers, on the other hand, (B) such each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders Joint Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, Holdings or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, Agent nor the Sub-Agents, the Joint Lead Arrangers or the Lenders has any obligation to such Borrower the Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, Holdings and its their respective Affiliates, and neither the Administrative Agent, Agent nor any Sub-Agent, nor any Arranger, nor any Lender the Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-AgentsMLPFS, the Arrangers and the Lenders other lead arranger(s) are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsMLPFS, the Arrangers and the Lendersother lead arranger(s), on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-AgentsMLPFS, the Arrangers and the Lenders each other lead arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders MLPFS nor any other lead arranger has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers MLPFS and the Lenders other lead arranger(s) and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither the Administrative Agent, MLPFS nor any Sub-Agent, nor any Arranger, nor any Lender other lead arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers MLPFS and the Lenders other lead arranger(s) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

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

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and Holdings acknowledges and agrees, and each of them acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of Holdings and its Subsidiaries and any Agent or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Arranger has advised or is advising Holdings and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower Holdings and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersArrangers, on the other hand, (BC) such each Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such each Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders Arranger is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Holdings or any Borrower or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders neither any Agent nor any Arranger has any obligation to such Borrower Holdings or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower Holdings, the Borrowers and its their respective Affiliates, and neither the Administrative Agent, any Agent nor any Sub-Agent, nor any Arranger, nor any Lender Arranger has any obligation to disclose any of such interests and transactions to Holdings, the Borrower Borrowers or its their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Arrangers, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, or any Lender has advised or is advising any Borrower or any of its Subsidiaries on other matters, (Aii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsIssuer, the Arrangers and the Lenders, on the other hand, (Biii) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it that is has deemed appropriate, appropriate and (Civ) such the Borrower is capable of evaluating, and understands and accepts, the terms, terms risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and Person; (Bii) none of the Administrative Agent, the Sub-Agents, the Arrangers or Agent and the Lenders has any obligation to such any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests interest that differ from those of such the Borrower and its Affiliates, and neither none of the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor any Lender Agent and the Lenders has any obligation to disclose any of such interests interest to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Agent, any Lead Arranger or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any Agent, any Lead Arranger or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (Aii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Lead Arrangers and the Lenders, on the other hand, (Biii) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (iib) (Ai) each of the Administrative Agent, the Sub-Agents, 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 will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and Person; (Bii) none of the Administrative Agent, the Sub-Agents, the Lead Arrangers or and the Lenders has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Lead Arrangers and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither none of the Administrative AgentAgents, nor any Sub-Agent, nor any Arranger, nor any Lender the Lead Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by lawLaw, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower of Parent and 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 Sub-Agents, Lenders and the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower Parent, the Borrowers and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) such Borrower each of Parent and the Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower each of Parent and the Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers each Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower Parent, the Borrowers or any of its their Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders any Arranger nor any Lender has any obligation to such Borrower Parent, the Borrowers or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower Parent, the Borrowers and its their Affiliates, and neither the Administrative Agent, Agent nor any Sub-Agent, nor any Arranger, nor any Lender Arranger has any obligation to disclose any of such interests to Parent, the Borrower Borrowers or its their Affiliates. To the fullest extent permitted by law, each of Parent and the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and each guarantor hereunder 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 Sub-Agents, the Arrangers Agents and the Lenders Co-Lead Arrangers are arm’s-length commercial transactions between such Borrower Borrower, each guarantor hereunder and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersCo-Lead Arrangers, on the other hand, (B) each of such Borrower and guarantor hereunder has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower and guarantor hereunder is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Agents and the Lenders Co-Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower Borrower, any guarantor hereunder or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, Agents nor the SubCo-Agents, the Lead Arrangers or the Lenders has any obligation to such Borrower Borrower, any guarantor hereunder or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers Agents and the Lenders Co-Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower Borrower, the guarantors hereunder and its their respective Affiliates, and neither the Administrative Agent, Agents nor any Subthe Co-Agent, nor any Arranger, nor any Lender Lead Arrangers has any obligation to disclose any of such interests to the Borrower Borrowers, any guarantor hereunder or its any of their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrowers and the guarantors hereunder hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Agents and the Lenders Co-Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Agent, Arranger or Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-Agents, Agents and the Arrangers and the Lenders transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between such the Borrower and its their Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersArrangers, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers each Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such any Loan Party, its management, stockholders, creditors or any of its affiliates or any other Person 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 has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (B) neither any of the Agents nor any of the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders has any obligation to such Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the 129 other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from conflict with those of such the Borrower and its respective Affiliates, and neither any of the Administrative Agent, Agents nor any Sub-Agent, nor any Arranger, nor any Lender of the Arrangers has any obligation to disclose any of such interests to the Borrower or its respective Affiliates. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges of the Borrowers acknowledge and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-AgentsLenders, the Arrangers Documentation Agents and the Lenders Arrangers are arm’s-length commercial transactions between such Borrower the Borrowers, Parent and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsLenders, the Arrangers Documentation Agents and the LendersArrangers, on the other hand, (B) such Borrower has each of the Borrowers and Parent have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is each of the Borrowers and Parent are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agentseach Lender, the Arrangers each Documentation Agent and the Lenders each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrowers, Parent or any of its their respective Affiliates, or any other Person person and (B) none of neither the Administrative Agent, the Sub-Agentsnor any Lender, the Arrangers Documentation Agent or the Lenders Arranger has any obligation to such Borrower the Borrower, Parent or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agentseach Lender, the Arrangers each Documentation Agent and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrowers, Parent and its their respective Affiliates, and neither the Administrative Agent, Agent nor any Sub-Agent, nor any Lead Arranger, nor any Lender or documentation agent has any obligation to disclose any of such interests to the Borrower Borrowers, Parent or its any of their respective Affiliates. To the fullest extent permitted by law, each Each of the Borrowers hereby waives and releases any claims agrees that it may have will not take any position or bring any claim against any of the Administrative Agent, Lenders, Documentation Agents or Arrangers that is contrary to the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.preceding sentence. 163

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-Agents, the Arrangers Lead Arrangers, the Co-Managers and the Lenders are arm’s-length commercial transactions between such the Borrower and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Lead Arrangers, the Co-Managers and the Lenders, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Co-Managers and the Lenders Lead Arrangers are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or Lead Arrangers, the Lenders Co-Managers nor any Lender has any obligation to such the Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Lead Arrangers, the Co-Managers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its their respective Affiliates, and neither none of the Administrative AgentAgents, nor any Subthe Lead Arrangers, the Co-Agent, nor any Arranger, Managers nor any Lender has any obligation to disclose any of such interests to the Borrower or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and Lead Arrangers, the Lenders Co-Managers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders Co-Managers, are arm’s-length commercial transactions between such Borrower the Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the LendersCo-Managers, on the other hand, (B) such Borrower each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, each of the Arrangers and each of the Lenders Co-Managers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant partiesparties (including pursuant to Section 11.06(c) hereof), has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Loan Parties or any of its their respective Affiliates, or any other Person and Person, (B) none of the Administrative Agent, any Arrangers or Co-Manager has assumed or will assume, except as expressly agreed in writing by the Sub-Agentsrelevant parties (including pursuant to Section 11.06(c) hereof), an advisory, agency or fiduciary responsibility in favor of either Borrower or any other Loan Party 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 (irrespective of whether the Administrative Agent or any Arrangers has advised or is currently advising either Borrower, the other Loan Parties or their respective Affiliates on other matters in any other capacity) and (C) none of the Administrative Agent, the Arrangers or the Lenders has Co-Managers have any obligation to such Borrower the Loan Parties or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsArrangers, the Arrangers and the Lenders Co-Managers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Loan Parties and its their respective Affiliates, and neither none of the Administrative Agent, nor any Subthe Arrangers or the Co-Agent, nor any Arranger, nor any Lender has Managers have any obligation to disclose any of such interests to the Borrower or its Loan Parties and their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrowers Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders Co-Managers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-Agents, the Lead Arrangers and the Lenders Bookrunners are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Lead Arrangers and the LendersBookrunners, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Lead Arrangers and the Lenders Bookrunners are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or Lead Arrangers, the Lenders Bookrunners nor any Lender has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Lead Arrangers, the Bookrunners, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither none of the Administrative AgentAgents, nor any Sub-Agentthe Lead Arrangers, nor any Arranger, the Bookrunners nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and Lead Arrangers, the Lenders Bookrunners or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings 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 Sub-AgentsArrangers, the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower the Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsArrangers, the Arrangers and the Lenders, on the other hand, (B) such each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, Holdings or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders nor any Lender has any obligation to such Borrower the Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsArrangers the Lenders, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, Holdings and its their respective Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arrangerthe Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. 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 Agent, Arranger or Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-Agents, Agents and the Arrangers and the Lenders transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between such the Borrower and its their Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersArrangers, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers each Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such any Loan Party, its management, stockholders, creditors or any of its affiliates or any other Person 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 has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (B) neither any of the Agents nor any of the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders has any obligation to such Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from conflict with those of such the Borrower and its respective Affiliates, and neither any of the Administrative Agent, Agents nor any Sub-Agent, nor any Arranger, nor any Lender of the Arrangers has any obligation to disclose any of such interests to the Borrower or its respective Affiliates. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower Loan Party 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 Sub-AgentsLenders, the Arrangers L/C Issuers and the Lenders Arrangers are arm’s-length commercial transactions between such Borrower Loan Party and its Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsLenders, the Arrangers L/C Issuers and the LendersArrangers, on the other hand, (B) such Borrower Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agentseach Lender, the Arrangers each L/C Issuer and the Lenders each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower Loan Party or any of its Affiliates, or any other Person and (B) none of neither the Administrative AgentAgent nor any Lender, the Sub-Agents, the Arrangers L/C Issuer or the Lenders Arranger has any obligation to such Borrower Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsLenders, the Arrangers L/C Issuers and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower Loan Party and its Affiliates, and neither the Administrative Agent, Agent nor any Sub-AgentLender, nor any Arranger, nor any Lender L/C Issuer or Arranger has any obligation to disclose any of such interests to the Borrower such Loan Party or its Affiliates. To the fullest extent permitted by law, each of the Borrowers Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-AgentsLenders, the Arrangers L/C Issuers and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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, Agent and the SubCo-Agents, the Lead Arrangers and the Lenders Joint Book Managers are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, Agent and the SubCo-Agents, the Lead Arrangers and the LendersJoint Book Managers, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the SubCo-Agents, the Lead Arrangers and the Lenders Joint Book Managers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of neither the Administrative Agent, the SubAgent nor any Co-Agents, the Arrangers or the Lenders Lead Arranger nor any Joint Book Manager has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the SubCo-AgentsLead Arrangers, the Arrangers and the Lenders Joint Book Managers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither the Administrative Agent, Agent nor any SubCo-Agent, Lead Arranger nor any Arranger, nor any Lender Joint Book Manager has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any 146 claims that it may have against the Administrative Agent, the SubCo-Agents, the Lead Arrangers and the Lenders Joint Book Managers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower and their respective Subsidiaries and the Administrative Agent, the Collateral Agent or any Lead Arrangers is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Credit Documents, irrespective of whether the Administrative Agent, the Collateral Agent or any Lead Arrangers has advised or is advising any of the Borrower their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders Lead Arrangers are arm’s-length commercial transactions between such the Borrower and its Affiliatestheir respective Subsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the LendersLead Arrangers, on the other hand, (BC) such each of the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such each of the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders is Lead Arrangers each are and has have been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Collateral Agent or any Lead Arrangers or the Lenders has any obligation to such the Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Sub-Agents, the Collateral Agent and Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its their respective Affiliates, and neither the Administrative Agent, the Collateral Agent nor any Sub-Agent, nor any Arranger, nor any Lender Lead Arrangers has any obligation to disclose any of such interests and transactions to the Borrower or its any of their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Collateral Agent and Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower the Company acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: that (i) (Aa) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-AgentsIssuing Banks, the Arrangers Lenders and the Lenders Lead Arrangers are arm’s-length commercial transactions between such Borrower the Company and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Issuing Banks, the Lenders and the LendersLead Arrangers, on the other hand, (Bb) such Borrower the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, and (Cc) such Borrower the Company is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; , (iid) (A) each of the Administrative Agent, the Sub-AgentsIssuing Banks, the Arrangers Lenders and the Lenders Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Company or any of its Affiliates, or any other Person and Person, (Be) none of the Administrative Agent, the Sub-AgentsIssuing Banks, the Lenders and the Lead Arrangers or the Lenders has any obligation to such Borrower the Company or any of its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; Documents and (iiif) the Administrative Agent, the Sub-AgentsIssuing Banks, the Arrangers Lenders and the Lenders Lead Arrangers and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of such Borrower the Company and its Affiliates, and neither none of the Administrative Agent, nor any Sub-Agentthe Issuing Banks, nor any Arranger, nor any Lender the Lenders and the Lead Arrangers has any obligation to disclose any of such interests to the Borrower Company or its Affiliates. To the fullest extent permitted by law, each of the Borrowers Company hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-AgentsIssuing Banks, the Arrangers Lenders and the Lenders Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction Transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings 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 Sub-Agents, the Arrangers Agent and the Lenders Lead Arrangers are arm’s-length commercial transactions between such Borrower the Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agent and the LendersLead Arrangers, on the other hand, (B) such each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers each Lender and the Lenders each Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, Holdings or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers nor any Lender or the Lenders Lead Arranger has any obligation to such Borrower the Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers each Lender and the Lenders each Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, Holdings and its their respective Affiliates, and neither the Administrative Agent, Agent nor any Sub-Agent, nor any Arranger, nor any Lender Lead Arranger has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers each Lender and the Lenders each Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, Lenders and the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agent and the LendersArrangers, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each in connection with the arranging and other services regarding this Agreement and the administration of the Loan Documents and the transactions contemplated thereby, the Administrative Agent, the Sub-Agentseach Lender and each Arranger, the Arrangers and the Lenders as applicable, each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, and has not been, is not, not and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, Affiliates or any other Person (it being understood that the foregoing shall not apply with respect to any other transactions, including, without limitation, other corporate transactions, other financial matters and custodial relationships between such parties, and except as otherwise agreed to by the relevant parties) and (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders Agent nor any Lender nor any Arranger has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, Lenders and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arranger, Agent nor any Lender nor any Arranger has any obligation to disclose any of such interests to the such Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, Lenders and the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyhereby except to the extent provided otherwise in clause (ii) above.

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each the Borrower and Holdings acknowledges and agrees, and each of them acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of Holdings and its Subsidiaries and any Agent, Lender or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Arranger has advised or is advising Holdings and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower Holdings and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersArrangers, on the other hand, (BC) such the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders Arranger is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Holdings or the Borrower or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders neither any Agent nor any Arranger has any obligation to such Borrower Holdings or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Holdings, the Borrower and its their respective Affiliates, and neither the Administrative Agent, any Agent nor any Sub-Agent, nor any Arranger, nor any Lender Arranger has any obligation to disclose any of such interests and transactions to Holdings, the Borrower or its their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Arrangers, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Parent and 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 Sub-Agents, the Arrangers Agent and the Arrangers, and the extensions of credit made by the Lenders pursuant to this Agreement, are arm’s-length commercial transactions between such Borrower the Parent and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agent and the LendersArrangers, on the other hand, (B) such each of the Parent and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Parent and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Parent or any of its Affiliates, or any other Person and Person, (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders has any obligation to such Borrower the Parent or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments and (C) neither the Administrative Agent, any Arranger or any Lender undertakes any responsibility to the Parent or any of its Affiliates to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Parent and its Affiliates, and neither the Administrative Agent, the Arrangers, the Lenders nor any Sub-Agent, nor any Arranger, nor any Lender has their respective Affiliates have any obligation to disclose any of such interests to the Borrower Parent or any of its Affiliates. To the fullest extent permitted by law, each of the Borrowers Parent and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-AgentsArrangers, the Arrangers Lenders and the Lenders their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the other Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agents, Syndication Agent, the SubDocumentation Agents, Senior Co-AgentsManager, Co-Manager, the Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between such Borrower the Borrower, the other Loan Parties and its and their respective Affiliates, on the one hand, and the Administrative Agents, Syndication Agent, the SubDocumentation Agents, Senior Co-AgentsManager, Co-Manager, the Arrangers and the Lenders, on the other hand, (Bii) such each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) such each of the Borrower is and each of the other Loan Parties are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agents, Syndication Agent, the SubDocumentation Agents, Senior Co-AgentsManager, Co-Manager, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, the other Loan Parties or any of its or their respective Affiliates, or any other Person Person; and (Bii) none of neither the Administrative Agents, Syndication Agent, the SubDocumentation Agents, Senior Co-AgentsManager, Co-Manager, the Arrangers or nor the Lenders has have any obligation to such Borrower the Borrower, the other Loan Parties or any of its or their respective Affiliates with respect to the transactions contemplated hereby except (x) those obligations expressly set forth herein and in the other Loan DocumentsDocuments and (y) pursuant to any separate advisory agreement; and (iiic) the Administrative Agents, Syndication Agent, the Sub-Documentation Agents, Senior Co-Manager, Co-Manager, the Arrangers and Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, the other Loan Parties and its and their respective Affiliates, and neither the Administrative Agents, Syndication Agent, Documentation Agents, Senior Co-Manager, Co-Manager, the Arrangers nor any Sub-Agent, nor any Arranger, nor any Lender has the Lenders have any obligation to disclose any of such interests to the Borrower Borrower, the other Loan Parties or any of its or their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and the other Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agents, Syndication Agent, the SubDocumentation Agents, Senior Co-AgentsManager, Co-Manager, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Ultimate Parent’s, the Primary Guarantor and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Group Members and any Agent or any other Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any Agent or any other Lender has advised or is advising the Primary Guarantor or any Subsidiary on other matters, (Aii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers Agents and the other Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the other Lenders, on the other hand, (Biii) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (iib) (Ai) each of the Administrative Agent, the Sub-Agents, the Arrangers Agents and the other Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, Affiliates or any other Person and Person; (Bii) none of the Administrative Agent, Agents and the Sub-Agents, the Arrangers or the other Lenders has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers Agents and the other Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither none of the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor any Lender Agents and the other Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Agents and the other Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-AgentsMLPF&S, the other Lead Arrangers and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsMLPF&S, the other Lead Arrangers and the Lenders, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-AgentsMLPF&S, the Arrangers each other Lead Arranger and the Lenders each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-AgentsMLPF&S, the Arrangers or the Lenders any other Lead Arranger nor any Lender has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsMLPF&S, the Arrangers and other 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 such the Borrower and its Affiliates, and neither the Administrative Agent, nor MLPF&S, any Sub-Agent, nor any Arranger, other Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or and its Affiliates. To the fullest extent permitted by lawApplicable Law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-AgentsMLPF&S, the other Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Arranger, any Bookrunner, the Agent, any Issuing Bank or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Arranger, the Agent, any Issuing Bank or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (Aii) the arranging and other services regarding this Agreement provided by the Administrative Arranger, the Agent, the Sub-Agents, the Arrangers Issuing Banks and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Arranger, the Agent, the Sub-Agents, the Arrangers Issuing Banks and the Lenders, on the other hand, (Biii) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (iib) (Ai) each of the Administrative Arranger, the Agent, the Sub-Agents, the Arrangers Issuing Banks and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and Person; (Bii) none of the Administrative Arranger, the Agent, the Sub-Agents, the Arrangers or Issuing Banks and the Lenders has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Arranger, the Agent, the Sub-Agents, the Arrangers Issuing Banks and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither none of the Administrative Arranger, the Agent, nor any Sub-Agent, nor any Arranger, nor any Lender the Issuing Banks and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by lawLaw, each of the Borrowers Borrower hereby waives and releases any claims that it may have against any of the Administrative Arranger, the Agent, the Sub-Agents, the Arrangers Issuing Banks and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and Holdings acknowledges and agrees, and each of them acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of Holdings and its Subsidiaries and any Agent or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Arranger has advised or is advising Holdings and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower Holdings and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersArrangers, on the other hand, (BC) such each Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such each Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders each Arranger is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Holdings or any Borrower or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, Agents or the Arrangers or the Lenders has any obligation to such Borrower Holdings or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower Holdings, the Borrowers and its their respective Affiliates, and neither none of the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor any Lender Agents or the Arrangers has any obligation to disclose any of such interests and transactions to Holdings, the Borrower Borrowers or its their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Parent acknowledges and agrees, and each of them acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of Parent and its Subsidiaries and any Agent or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Arranger has advised or is advising Parent and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower Parent and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersArrangers, on the other hand, (BC) such each of the Borrower and Parent has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such each of the Borrower and Parent is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders Arranger is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Parent or the Borrower or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders neither any Agent nor any Arranger has any obligation to such Borrower Parent or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Parent, the Borrower and its their respective Affiliates, and neither the Administrative Agent, any Agent nor any Sub-Agent, nor any Arranger, nor any Lender Arranger has any obligation to disclose any of such interests and transactions to Parent, the Borrower or its their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Parent hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Arrangers, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower the Borrower’, on behalf of itself and the other Loan Parties, acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (Ai)(A) the arranging and other services regarding this Agreement and the other Loan Documents provided by the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (B) such each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Borrower and the other Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) each of the Administrative Agent, the Sub-Agents, the Arrangers Arranger and the Lenders Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders nor any Lender has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither none of the Administrative AgentAgents, nor any Sub-Agent, nor any Arranger, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, each the Borrower, on behalf of itself and the Borrowers other Loan Parties, hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any of the Loan Parties and their respective Affiliates.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower of the Borrowers and Holdings 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 Sub-Agents, the Arrangers and the Lenders Lenders, as applicable, are arm’s-length commercial transactions between such Borrower the Borrowers, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (B) such Borrower each of the Borrowers and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower each of the Borrowers and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrowers, Holdings or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders nor any Lender has any obligation to such Borrower the Borrowers, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Arrangers, the Lenders Lender and their respective Affiliates and branches may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its the Borrowers, Holdings their respective Affiliates, and neither none of the Administrative AgentAgents, nor any Sub-Agent, nor any Arranger, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders nor any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each the Borrower acknowledges and Holdings acknowledge and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers Agents and the Lenders Blackstone Representative are arm’s-length commercial transactions between such Borrower the Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersBlackstone Representative, on the other hand, (B) such each of the Borrower has and Holdings have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Borrower is and Holdings are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers each Lender and the Lenders Blackstone Representative is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, Holdings or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers nor any Lender or the Lenders Blackstone Representative has any obligation to such Borrower the Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers each Lender and the Lenders Blackstone Representative and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, Holdings and its their respective Affiliates, and neither the Administrative Agent, Agents nor any Sub-Agent, nor any Arranger, nor any Lender the Blackstone Representative has any obligation to disclose any of such interests to the Borrower Borrower, Holdings, or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives waive and releases release any claims that it may have against the each Administrative Agent, the Sub-Agents, the Arrangers each Lender and the Lenders Blackstone Representative with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. Section 10.22 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 236 #95598837v24

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers Lenders, the Issuing Lenders and the Lenders Lead Arrangers are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Lenders, the Issuing Lenders and the LendersLead Arrangers, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Lenders, the Issuing Lenders and the Lenders Lead Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Lenders, the Issuing Lenders or Lead Arrangers or the Lenders has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers Lenders, the Issuing Lenders and the Lenders Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither 112 none of the Administrative AgentAgents, nor any Sub-Agentthe Lenders, nor any Arranger, nor any Lender the Issuing Lenders or the Lead Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-AgentsLenders, the Arrangers Documentation Agents and the Lenders Arrangers are arm’s-length commercial transactions between such Borrower the Borrower, Parent and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsLenders, the Arrangers Documentation Agents and the LendersArrangers, on the other hand, (B) such each of the Borrower has and Parent have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Borrower and Parent is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agentseach Lender, the Arrangers each Documentation Agent and the Lenders each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, Parent or any of its their respective Affiliates, or any other Person person and (B) none of neither the Administrative Agent, the Sub-Agentsnor any Lender, the Arrangers Documentation Agent or the Lenders Arranger has any obligation to such Borrower the Borrower, Parent or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agentseach Lender, the Arrangers each Documentation Agent and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, Parent and its their respective Affiliates, and neither the Administrative Agent, nor any Sub-Agent, Agent nor any Arranger, nor any Lender or documentation agent has any obligation to disclose any of such interests to the Borrower Borrower, Parent or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims The Borrower agrees that it may have will not take any position or bring any claim against any of the Administrative Agent, Lenders, Documentation Agents or Arrangers that is contrary to the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.preceding sentence. 172

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document)hereby, each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Aa)(k) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders each Arranger are arm’s-length commercial transactions between such Borrower the Borrowers and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agent and the LendersArrangers, on the other hand, (Bii) such each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) such each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib)(i) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrowers or any of its their respective Affiliates, or any other Person and (Bii) none neither the 112 Administrative Agent nor any of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders has any obligation to such any Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Sub-Agents, Agent and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrowers and its their respective Affiliates, and neither the Administrative Agent, Agent nor any Sub-Agent, nor any Arranger, nor any Lender of the Arrangers has any obligation to disclose any of such interests to the Borrower Borrowers or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, Agent or any of the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Parent and 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 Sub-Agents, the Arrangers Agent and the Arrangers, and the extensions of credit made by the Lenders pursuant to this Agreement, are arm’s-length commercial transactions between such Borrower the Parent and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agent and the LendersArrangers, on the other hand, (B) such each of the Parent and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Parent and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Parent or any of its Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders has any obligation to such Borrower the Parent or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Parent and its Affiliates, and neither the Administrative Agent, the Arrangers, the Lenders nor any Sub-Agent, nor any Arranger, nor any Lender has their respective Affiliates have any obligation to disclose any of such interests to the Borrower Parent or any of its Affiliates. To the fullest extent permitted by law, each of the Borrowers Parent and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-AgentsArrangers, the Arrangers Lenders and the Lenders their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (ia) (Ai) the arranging and other services regarding this EXHIBIT 10.2 Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (Bii) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its AffiliatesSubsidiaries, or any other Person and (Bii) none of neither the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders any Arranger nor any Lender has any obligation to such the Borrower or any of its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Sub-Agents, the Arrangers each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither none of the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by lawThe Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Borrowers hereby waives and releases any claims that it may have against Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Arranger or any Lender, on the Sub-Agentsone hand, the Arrangers and the Lenders with respect to Borrower, any breach of its Subsidiaries, or alleged breach of agency their respective equityholders or fiduciary duty in connection with any aspect of any transaction contemplated herebyAffiliates, on the other.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings 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 Sub-Agents, the Arrangers Agents and the Lenders Lead Arranger are arm’s-length commercial transactions between such Holdings, the Borrower and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agents and the LendersLead Arranger, on the other hand, (B) such each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of Holdings and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Agents and the Lenders Lead Arranger are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for such Holdings, the Borrower or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders Agents nor any Lender has any obligation to such Holdings, the Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and 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 such Holdings, the Borrower and its their Affiliates, and neither none of the Administrative Agent, nor any Sub-Agent, nor any Arranger, Agents nor any Lender has any obligation to disclose any of such interests to Holdings, the Borrower or any of its respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-AgentsXxxxx Fargo Securities, the other Lead Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower the Loan Parties and its their Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsXxxxx Fargo Securities, the other Lead Arrangers and the Lenders, on the other hand, (B) such Borrower has the Loan Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) such Borrower is the Loan Parties are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-AgentsXxxxx Fargo Securities, the Arrangers each other Lead Arranger and the Lenders each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower any Loan Party or any of its Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-AgentsXxxxx Fargo Securities, the Arrangers or the Lenders any other Lead Arranger nor any Lender has any obligation to such Borrower any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsXxxxx Fargo Securities, the Arrangers and other 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 such the Borrower and its Affiliates, and neither the Administrative Agent, nor Xxxxx Fargo Securities, any Sub-Agent, nor any Arranger, other Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or and its Affiliates. To the fullest extent permitted by lawApplicable Law, each of the Borrowers 107 Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-AgentsXxxxx Fargo Securities, the other Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower of the Borrowers and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers Lenders and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between such Borrower the Borrowers, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Lenders and the LendersJoint Lead Arrangers, on the other hand, (B) such Borrower each of the Borrowers and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower each of the Borrowers and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by 168 the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Lenders and the Lenders Joint Lead Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for such Borrower or the Borrowers, Holdings, any of its Affiliates, their respective Affiliates or any other Person and (B) none of the Administrative Agent, the Sub-Agents, Lenders and the Joint Lead Arrangers or the Lenders has any obligation to such Borrower the Borrowers, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers Lenders and the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrowers, Holdings and its their respective Affiliates, and neither none of the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor any Lender the Lenders and the Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrower Borrowers, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Lenders and the Lenders Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Toyota - 364 Day Credit Agreement (2018) Administrative Agent, the Sub-Agents, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Documenthereof), each 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 Sub-other Agents, the Co-Lead Arrangers and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-other Agents, the Co-Lead Arrangers and the Lenders, Lenders on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documentshereby; (ii) (A) each of the Administrative Agent, the Subeach other Agent, each Co-Agents, the Arrangers Lead Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Subany other Agent, any Co-Agents, the Arrangers or the Lenders Lead Arranger nor any Lender has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsherein; and (iii) the Administrative Agent, the Sub-other Agents, the Co-Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither the Administrative Agent, nor any Sub-other Agent, nor any Arranger, Co-Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-other Agents, the Co-Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each the Borrower and Holdings 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 Sub-Agents, the Arrangers and the Lenders Lenders, as applicable, are arm’s-length commercial transactions between such Borrower the Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (B) such the Borrower has and Holdings have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is and Holdings are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, Holdings or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders nor any Lender has any obligation to such Borrower the Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Arrangers, the Lenders Lender and their respective Affiliates and branches may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its the Borrower, Holdings their respective Affiliates, and neither none of the Administrative AgentAgents, nor any Sub-Agent, nor any Arranger, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders nor any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the REIT 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 Sub-Agents, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower the Borrower, the REIT and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (B) such each of the Borrower and the REIT has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Borrower and the REIT is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, the REIT or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-AgentsArrangers, the Arrangers or the Lenders has nor any Lender have any obligation to such Borrower the Borrower, the REIT or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsArrangers, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, the REIT and its their respective Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arranger, the Arrangers nor any Lender has have any obligation to disclose any of such interests to the Borrower Borrower, the REIT or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and the REIT hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower and their respective Subsidiaries and the Administrative Agent, the Collateral Agent or any Lead Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Credit Documents, irrespective of whether the Administrative Agent, the Collateral Agent or any Lead Arranger has advised or is advising any of the Borrower their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders Lead Arranger are arm’s-length commercial transactions between such the Borrower and its Affiliatestheir respective Subsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the LendersLead Arranger, on the other hand, (BC) such each of the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such each of the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders is Lead Arranger each are and has have been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent or the Lenders any Lead Arranger has any obligation to such the Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its their respective Affiliates, and neither the Administrative Agent, the Collateral Agent nor any Sub-Agent, nor any Arranger, nor any Lender Lead Arranger has any obligation to disclose any of such interests and transactions to the Borrower or its any of their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Collateral Agent and the Lenders Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers Toyota – Five Year Credit Agreement (2019) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each 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 Sub-Other Agents, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Other Agents, the Arrangers Arranger and the Lenders, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) each of the Administrative Agent, the Sub-Agentseach Other Agent, the Arrangers each Lender and the Lenders Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of the neither Administrative Agent nor any Other Agent, the Sub-Agents, the Arrangers Arranger or the Lenders any Lender has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Sub-Other Agents, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither the Administrative Agent, nor any Sub-Other Agent, nor any Arranger, nor the Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers The Borrower hereby waives acknowledges and releases any claims agrees that it may have against in no event shall the Administrative Agent, the Sub-Agentsany Other Agent, the Arrangers and the Lenders with respect Arranger or any Lender be subject to any breach fiduciary or alleged breach of agency or fiduciary duty other duties which are not expressly provided for herein in connection with any aspect of any transaction the transactions contemplated hereby. [The remainder of this page is intentionally left blank.] ANNEX 2 PRICING SCHEDULE APPLICABLE MARGIN LEVEL I STATUS LEVEL II STATUS LEVEL III STATUS LIBOR Rate 2.25% 2.50% 2.75% Base Rate 1.25% 1.50% 1.75% APPLICABLE COMMITMENT FEE RATE LEVEL I STATUS LEVEL II STATUS LEVEL III STATUS Commitment Fee 0.50% 0.50% 0.50% APPLICABLE LETTER OF CREDIT FEE RATE LEVEL I STATUS LEVEL II STATUS LEVEL III STATUS Letter of Credit Fee Rate 2.25% 2.50% 2.75% For the purposes of this Pricing Schedule, the following terms have the following meanings, subject to the final paragraph of this Pricing Schedule: “Level I Status” exists at any date if, as of the last day of the Fiscal Quarter of the Borrower, the Leverage Ratio is less than or equal to 2.00 to 1.00.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges of the Borrowers acknowledge and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-AgentsLenders, the Arrangers Documentation Agents and the Lenders Arrangers are arm’s-length commercial transactions between such Borrower the Borrowers, Parent and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsLenders, the Arrangers Documentation Agents and the LendersArrangers, on the other hand, (B) such Borrower has each of the Borrowers and Parent have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is each of the Borrowers and Parent are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agentseach Lender, the Arrangers each Documentation Agent and the Lenders each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrowers, Parent or any of its their respective Affiliates, or any other Person person and (B) none of neither the Administrative Agent, the Sub-Agentsnor any Lender, the Arrangers Documentation Agent or the Lenders Arranger has any obligation to such Borrower the Borrower, Parent or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agentseach Lender, the Arrangers each Documentation Agent and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrowers, Parent and its their respective Affiliates, and neither the Administrative Agent, Agent nor any Sub-Agent, nor any Lead Arranger, nor any Lender or documentation agent has any obligation to disclose any of such interests to the Borrower Borrowers, Parent or its any of their respective Affiliates. To the fullest extent permitted by law, each Each of the Borrowers hereby waives and releases any claims agrees that it may have will not take any position or bring any claim against any of the Administrative Agent, Lenders, Documentation Agents or Arrangers that is contrary to the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebypreceding sentence.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-AgentsJoint Lead Arrangers, the Arrangers and the Lenders are arm’sarm's-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsJoint Lead Arrangers, the Arrangers and the Lenders, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers or the Lenders nor any Lender has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arrangerthe Joint Lead Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-AgentsArrangers, the Arrangers Co-Managers and the Lenders are arm’s-length commercial transactions between such the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsArrangers, the Arrangers Co-Managers, and the Lenders, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Subeach Arranger, each Co-Agents, the Arrangers Manager and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-AgentsArrangers, the Arrangers Co-Managers or the Lenders any Lender has any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsArrangers, the Arrangers Co-Managers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither none of the Administrative Agent, nor any Subthe Arrangers, the Co-Agent, nor any Arranger, nor Managers or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-AgentsArrangers, the Arrangers and the Lenders Co-Managers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-AgentsLead Arrangers, the Arrangers Bookrunners, the Agents and the Lenders Banks are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsLead Arrangers, the Arrangers Bookrunners, the Agents and the LendersBanks, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agentseach Lead Arranger, the Arrangers each Bookrunner, each Agent and the Lenders each Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) none of the neither Administrative Agent, the Sub-Agentsany Lead Arranger, the Arrangers or the Lenders any Bookrunner, any Agent nor any Bank has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsLead Arrangers, the Arrangers Bookrunners, the Agents and the Lenders Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and neither the Administrative Agent, any Lead Arranger, any Bookrunner, any Agent nor any Sub-Agent, nor any Arranger, nor any Lender Bank has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agentsany Lead Arranger, the Arrangers and the Lenders any Bookrunner, any Agent or any Bank with respect 125 to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower of the Borrowers and Holdings 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 Sub-Agents, the Arrangers and the Lenders Lenders, as applicable, are arm’s-length commercial transactions between such Borrower the Borrowers, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (B) such Borrower each of the Borrowers and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower each of the Borrowers and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrowers, Holdings or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders nor any Lender has any obligation to such Borrower the Borrowers, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Arrangers, the Lenders Lender and their respective Affiliates and branches may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its the Borrowers, Holdings their respective Affiliates, and neither none of the Administrative AgentAgents, nor any Sub-Agent, nor any Arranger, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders nor any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. SECTION 12.21

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each Borrower of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower the Credit Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders, on the other hand, (B) such Borrower each of the Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower each of the Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Credit Parties or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers or the Lenders nor any Lender has any obligation to such Borrower the Credit Parties or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Credit Parties and its their respective Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arranger, the Joint Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or its Credit Parties and their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrowers Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Agent and the Lenders Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 146

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each 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 Sub-Agents, the Arrangers Lead Arrangers, the Co-Managers and the Lenders are arm’s-length commercial transactions between such the Borrower and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Lead Arrangers, the Co-Managers and the Lenders, on the other hand, (B) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Co-Managers and the Lenders Lead Arrangers are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or Lead Arrangers, the Lenders Co-Managers nor any Lender has any obligation to such the Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Lead Arrangers, the Co-Managers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its their respective Affiliates, and neither none of the Administrative AgentAgents, nor any Subthe Lead Arrangers, the Co-Agent, nor any Arranger, Managers nor any Lender has any obligation to disclose any of such interests to the Borrower or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers and Lead Arrangers, the Lenders Co-Managers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 211

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each the Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (ii)(A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and any Agent or the Arrangers or any of their respective Affiliates is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or the Arrangers have advised or is advising the Borrower and its Subsidiaries on other matters, (AB) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders their respective Affiliates are arm’s-length commercial transactions between such the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenderstheir respective Affiliates, on the other hand, (BC) such the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) such the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders their respective Affiliates is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, neither any Agent nor the Arrangers or the Lenders has nor any of their respective Affiliates have any obligation to such the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such the Borrower and its Affiliates, and neither any Agent nor the Administrative Agent, Arrangers nor any Sub-Agent, nor any Arranger, nor any Lender has of their respective Affiliates have any obligation to disclose any of such interests and transactions to the Borrower or any of its Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, Agents and the Arrangers and the Lenders their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings 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 Sub-Agents, the Arrangers Lead Arrangers, the Co-Managers and the Lenders are arm’s-length commercial transactions between such Holdings, the Borrower and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Lead Arrangers, the Co-Managers and the Lenders, on the other hand, (B) such each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of Holdings and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Lead Arrangers and the Lenders Co-Managers are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for such Holdings, the Borrower or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers Lead Arrangers, the Co-Managers or the Lenders has have any obligation to such Holdings, the Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Lead Arrangers, the Co-Managers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Holdings, the Borrower and its their respective Affiliates, and neither none of the Administrative AgentAgents, nor any Subthe Lead Arrangers, the Co-Agent, nor any Arranger, nor any Lender has Managers or the Lenders have any obligation to disclose any of such interests to Holdings, the Borrower or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Arrangers Lead Arrangers, the Co-Managers 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. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings 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 Sub-Agents, the Arrangers Agents and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between such Borrower the Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers Agent and the LendersJoint Lead Arrangers, on the other hand, (B) such each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower the Borrower, Holdings or any of its their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers or the Lenders nor any Lender has any obligation to such Borrower the Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and Joint Lead Arrangers, the Lenders Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Borrower, Holdings and its their respective Affiliates, and neither none of the Administrative AgentAgents, nor any Sub-Agent, nor any Arranger, the Joint Lead Arrangers nor any Lender has any obligation to disclose 203 NEWYORK 8648768 (2K) any of such interests to the Borrower Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and 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 Sub-AgentsArranger, the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower Holdings, the Borrower, and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsArranger, the Arrangers and the Lenders, on the other hand, (B) such each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such each of Holdings and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Holdings, the Borrower or any of its their respective Affiliates, or any other Person and (B) none of neither the Administrative Agent, the Sub-AgentsArranger, the Arrangers or the Lenders nor any Lender has any obligation to such Borrower Holdings, the Borrower, or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsArranger, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower Holdings, the Borrower, and its their respective Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any the Arranger, nor any Lender has any obligation to disclose any of such interests to Holdings, the Borrower Borrower, or its any of their respective Affiliates. To the fullest extent permitted by law, each of Holdings and the Borrowers Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-AgentsArranger, the Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Sub-Agents, the Arrangers or the Lenders has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims that it may have against the Toyota - 364 Day Credit Agreement 2016 Administrative Agent, the Sub-Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower acknowledges and agreesthe Parent acknowledge and agree, and acknowledges its Affiliates’ acknowledge their Affiliates and Subsidiaries understanding, that: (i) (A1) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sub-AgentsJoint Lead Arrangers, the Arrangers and the Lenders are arm’s-length commercial transactions between such Borrower the Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Sub-AgentsJoint Lead Arrangers, the Arrangers and the Lenders, on the other hand, ; (B2) such each of the Borrower and the Parent has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, ; and (C3) such each of the Borrower and the Parent is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions transaction contemplated hereby and by the other Loan Documents; (ii) (A1) each of the Administrative Agent, the Sub-Agents, the Joint 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 will not be acting as an advisor, agent or fiduciary for such Borrower the Loan Parties or any of its their respective Subsidiaries and Affiliates, or any other Person Person; and (B2) none of neither the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers or the Lenders nor any Lender has any obligation to such Borrower the Loan Parties or any of its their respective Subsidiaries and Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sub-AgentsJoint Lead Arrangers, the Arrangers and the Lenders Lenders, and their respective Subsidiaries and Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower the Loan Parties, their respective Subsidiaries and its Affiliates, and neither the Administrative Agent, nor any Sub-Agent, nor any Arranger, the Joint Lead Arrangers nor any Lender has any obligation to disclose any of such interests to any of the Borrower Loan Parties or its any of their respective Subsidiaries or Affiliates. To the fullest extent permitted by law, each of the Borrowers Borrower and the Parent hereby waives and releases any claims that it may have against the Administrative Agent, the Sub-Agents, the Joint Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.