Common use of No Fiduciary Duty Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Fiduciary Duty. The Administrative Agent, the Arrangers, the Syndication Agents, each Bank Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “BanksLenders”), may have economic interests that conflict with those of the Borrowers, their stockholders and/or their Borrower and its affiliates. The Borrowers agree Borrower agrees that nothing in the this Agreement and the related documents or otherwise will shall be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Bank, on the one hand, Lenders and the BorrowersBorrower, their its stockholders or their its affiliates, on the other. Each The Borrower acknowledges and agrees that (i) the transactions contemplated by the this Agreement and the related documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such the Borrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Bank Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender or any of its affiliates has advised, advised or is currently advising or will advise such Borrower, its stockholders or its affiliates the Borrower on other matters) or any other obligation to such the Borrower except the obligations expressly set forth in the this Agreement and (iv) the related documents and (y) each Bank is acting solely as principal and not as the agent or fiduciary of such Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each The Borrower agrees that it will shall not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankBorrower, in connection with such transaction or the process leading thereto. To the fullest extent permitted by law the Borrower hereby waives and releases any claims that it may have against each of 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 Fiduciary Duty. The Administrative Agent, each Bank Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “BanksLenders”), may have economic interests that conflict with those of the BorrowersObligors, their stockholders and/or their affiliates. The Borrowers agree Each Obligor agrees that nothing in the Agreement and the related documents Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the Borrowerssuch Obligor, their its stockholders or their its affiliates, on the other. Each Borrower acknowledges The Obligors acknowledge and agrees agree that (i) the transactions contemplated by the Agreement and the related documents Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such Borrowerthe Obligors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank Lender has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Obligor, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender has advised, is currently advising or will advise such Borrowerany Obligor, its stockholders or its affiliates Affiliates on other matters) or any other obligation to such Borrower any Obligor except the obligations expressly set forth in the Agreement and the related documents Loan Documents and (y) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such Borrowerany Obligor, its management, stockholders, creditors or any other Person. Each Borrower Obligor acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower Obligor agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Banksuch Obligor, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. The Each Administrative Agent, each Bank Lender and their Affiliates (collectively, solely for purposes of this paragraphSection, the “BanksLenders”), may have economic interests that conflict with those of the BorrowersBorrower, their its stockholders and/or their its affiliates. The Borrowers agree Borrower agrees that nothing in the Agreement and the related documents Facility Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the BorrowersBorrower, their its stockholders or their its affiliates, on the other. Each Borrower acknowledges and agrees that (i) the transactions contemplated by the Agreement and the related documents Facility Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the BanksLenders, on the one hand, and such Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender has advised, is currently advising or will advise such Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to such Borrower except the obligations expressly set forth in the Agreement and the related documents Facility Documents and (y) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such Borrower, its management, stockholders, creditors or any other Person. Each Without limiting the foregoing, Borrower acknowledges and agrees that any Lender or any Agent or any of their Affiliates may at any time, including, without limitation, following the occurrence and during the continuance of an Event of Default, buy, sell or short-sell Shares or enter into or unwind derivative transactions with respect to the Shares to hedge its exposure to the Facility or otherwise, and any such market activities may affect the market price of the Shares in a manner adverse to Borrower. Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankBorrower, in connection with such transaction or the process leading thereto.

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

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

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

No Fiduciary Duty. The Agent, each Bank Each Lender and their its Affiliates (collectively, solely for purposes of this paragraphSection 15.12, the “Banks”), may have economic interests that conflict with those of the BorrowersBorrower, their stockholders its shareholders and/or their affiliatesAffiliates. The Borrowers agree that nothing in the Agreement and the related documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Bank, on the one hand, and the Borrowers, their stockholders or their affiliates, on the other. Each Borrower acknowledges and agrees that (i) the transactions contemplated by the Agreement and the related documents Credit Documents (including the exercise of rights and remedies hereunder and thereunder) (the “Credit Document Transactions”) are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such the Borrower, on the other, and (ii) in connection therewith with the Credit Document Transactions and with the process leading thereto, (x) no Bank has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders shareholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) Credit Document Transactions or the process leading thereto (irrespective of whether any Bank has advised, is currently advising or will advise such the Borrower, its stockholders shareholders or its affiliates Affiliates on other matters) or any other obligation to such the Borrower except the obligations expressly set forth in the Agreement and the related documents Credit Documents and (y) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such the Borrower, its management, stockholdersshareholders, creditors or any other PersonPerson in respect of the Credit Document Transactions except as otherwise expressly set forth in the Credit Documents. Each The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Credit Document Transactions and the process leading thereto. Each The Borrower agrees that it will not claim that any Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankBorrower, in connection with such transaction the Credit Document Transactions or the process leading theretothereto except as otherwise expressly set forth in the Credit Documents.

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

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

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

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

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

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

No Fiduciary Duty. The Agent, each Bank Credit Parties and their Affiliates (collectively, solely for purposes of this paragraph, the “Banks”), may have economic interests that conflict with those of the Borrowers, Group Members and their stockholders and/or their affiliatesAffiliates. The Borrowers agree Each of the Borrower and the Co-Borrower agrees that nothing in the Agreement and the related documents or otherwise Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary relationship or other implied duty between any BankCredit Party, on the one hand, and the Borrowers, their stockholders or their affiliates, any Group Member on the other. Each of the Borrower and the Co-Borrower acknowledges and agrees that (i) the transactions contemplated by the Agreement and the related documents Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksCredit Parties, on the one hand, and such Borrowerthe Group Members, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank Credit Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates any Group Member with respect to the transactions contemplated hereby Loan Documents (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank has advised, is currently advising or will advise such Borrower, its stockholders or its affiliates on other matters) or any other obligation to such Borrower the Group Members with respect thereto except the obligations expressly set forth in the Agreement Loan Documents. Each of the Borrower and the related documents and (y) each Bank is acting solely as principal and not as the agent or fiduciary of such Borrower, its management, stockholders, creditors or any other Person. Each Co-Borrower acknowledges and agrees that it the Borrower and the Co-Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate in connection with the Loan Documents and that it is responsible for making its own independent judgment with respect to such the Loan Documents or the credit transactions contemplated hereby. Each of the Borrower and the process leading thereto. Each Co-Borrower agrees that it will not claim that any Bank Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankBorrower or the Co-Borrower, in connection with such transaction the Loan Documents. The provisions of this Section 10.14 shall not apply to the financial advisory and underwriting services provided by the Lead Arrangers or any of their respective affiliates to one or more of the process leading theretoGroup Members pursuant to other agreements.

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

No Fiduciary Duty. The Administrative Agent, each Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “BanksLenders”), ) may have economic interests that conflict with those of the BorrowersObligors, their stockholders and/or their affiliatesAffiliates. The Borrowers agree Each Obligor agrees that nothing in the Agreement and the related documents or otherwise Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the Borrowersany Obligor, their its stockholders or their affiliatesits Affiliates, on the other. Each Borrower Obligor acknowledges and agrees that (ia) the transactions contemplated by the Agreement and the related documents Transactions (including the exercise of rights and remedies hereunder and thereunderunder the other Loan Documents) are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such Borrowerthe Obligors, on the other, ; and (iib) in connection therewith and with the process leading thereto, (xi) no Bank Lender has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Obligor, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby Transactions (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender has advised, is currently advising or will advise such Borrowerany Obligor, its stockholders or its affiliates Affiliates on other matters) or any other obligation to such Borrower except the obligations expressly set forth in the Agreement and the related documents ); and (yii) in connection with the Transactions, each Bank Lender is acting solely as principal and not as the agent or fiduciary of such Borrowerany Obligor, its management, stockholders, creditors stockholders or any other Personcreditors. Each Borrower Obligor acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Transactions and the process leading thereto. Each Borrower Obligor agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Bankany Obligor, in connection with such transaction the Transactions or the process leading thereto.

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

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

No Fiduciary Duty. The Agent, each Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 15.18, the “BanksLenders”), may have economic interests that conflict with those of the BorrowersBorrower, their stockholders its shareholders and/or their affiliatesits Affiliates. The Borrowers agree Borrower agrees that nothing in the Agreement and the related documents or otherwise Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the BorrowersBorrower, their stockholders its shareholders or their affiliatesits Affiliates, on the otherother hand. Each The Borrower acknowledges and agrees that (ia) the transactions contemplated by the Agreement and the related documents Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the BanksLenders, on the one hand, and such the Borrower, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Bank Lender has assumed an advisory or fiduciary responsibility in favor favour of the Borrower, its stockholders shareholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Xxxxxx has advised, is currently advising or will advise such the Borrower, its stockholders shareholders or its affiliates Affiliates on other matters) or any other obligation to such the Borrower except the obligations expressly set forth in the Agreement and the related documents Documents and (yii) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such the Borrower, its management, stockholdersshareholders, creditors or any other Personperson. Each The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each The Borrower agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankBorrower, in connection with such transaction transactions or the process leading thereto.

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

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

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

No Fiduciary Duty. The Administrative Agent, each Bank and their Affiliates (collectively, solely for purposes of this paragraphSection 10.15, the “Banks”), may have economic interests that conflict with those of the BorrowersObligors, their respective stockholders and/or their affiliates. The Borrowers agree Company agrees that nothing in the Agreement and the related documents Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Bank, on the one hand, and the BorrowersCompany, their its stockholders or their its affiliates, on the other. Each Borrower The Company acknowledges and agrees that (i) the transactions contemplated by the Agreement and the related documents Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Banks, on the one hand, and such Borrowerthe Company, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank has assumed an advisory or fiduciary responsibility in favor of the BorrowerCompany, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank has advised, is currently advising or will advise such Borrowerthe Company, its stockholders or its affiliates Affiliates on other matters) or any other obligation to such Borrower the Company except the obligations expressly set forth in the Agreement and the related documents Credit Documents and (y) each Bank is acting solely as principal and not as the agent or fiduciary of such Borrowerthe Company, its management, stockholders, stockholders or creditors or any other Person. Each Borrower The Company acknowledges and agrees that it the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower The Company agrees that it will not claim that any Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankCompany, in connection with such transaction or the process leading thereto.

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

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

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

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

No Fiduciary Duty. The Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, each Bank Lender and their Affiliates respective affiliates (collectively, solely for purposes of this paragraphSection 9.22, the “BanksLenders”), may have economic interests that conflict with those of the BorrowersBorrower, their its stockholders and/or their or its affiliates. The Borrowers agree Borrower acknowledges and agrees that nothing in the Agreement and the related documents Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the BorrowersBorrower, their its stockholders Table of Contents or their its affiliates, on the otherother (other than the agency relationship between the Administrative Agent and the Borrower pursuant to Section 9.04(b)(iv)). Each Borrower acknowledges The Loan Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Agreement and the related documents Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such the Borrower, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Bank Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby by the Loan Documents (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender has advised, is currently advising or will advise such the Borrower, its stockholders or its affiliates on other matters) or any other obligation to such Borrower except the obligations expressly set forth in the Agreement and the related documents Loan Documents and (yii) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such the Borrower, its management, its stockholders, its creditors or any other PersonPerson (other than the agency relationship between the Administrative Agent and the Borrower pursuant to Section 9.04(b)(iv)). Each The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. Each The Borrower agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or nor owes a fiduciary or similar duty to the BankBorrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each Agent, each Bank Joint Lead Arranger, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “BanksLenders”), may have economic interests that conflict with those of the BorrowersBorrowers and the other Loan Parties. Each Borrower hereby agrees that subject to applicable law, their stockholders and/or their affiliates. The Borrowers agree that nothing in the Agreement and the related documents Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Bank, on the one hand, Lenders and the BorrowersBorrower, their stockholders or their affiliates, on the otherAffiliates. Each Borrower hereby acknowledges and agrees that (i) the transactions contemplated by the Agreement and the related documents (including the exercise of rights and remedies hereunder and thereunder) Loan Documents are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such Borrowerthe Loan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction none of the Lenders is acting as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person, (xiii) no Bank Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates any Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender or any of its Affiliates has advised, advised or is currently advising or will advise such Borrower, its stockholders or its affiliates Loan Party on other matters) or any other obligation to such Borrower any Loan Party except the obligations expressly set forth in the Agreement and the related documents Loan Documents and (yiv) each Bank is acting solely as principal Borrower and not as the agent or fiduciary of such Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that it Loan party has consulted its own legal and financial advisors to the extent it has deemed appropriate appropriate. Each Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Bank, in connection with such transaction or the process leading thereto.

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

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

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

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

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

No Fiduciary Duty. (a) The Agent, each Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 16.16, the “BanksLenders”), may have economic interests that conflict with those of the Borrowers, their stockholders Obligors and/or their affiliatesrespective Affiliates. The Borrowers agree Each Borrower agrees that nothing in the Agreement and the related documents or otherwise Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the Borrowers, their stockholders or Subsidiaries and their affiliatesAffiliates, on the otherother hand. Each Borrower acknowledges and agrees that (i) the transactions contemplated by the Agreement and the related documents Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the BanksLenders, on the one hand, and such Borrowerthe Borrowers, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (xA) no Bank Lender has assumed an advisory or fiduciary responsibility in favor favour of the any Borrower, its stockholders their Subsidiaries or its affiliates their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender has advised, is currently advising or will advise such Borrower, its stockholders a Borrower or its affiliates Affiliates on other matters) or any other obligation to such Borrower the Borrowers except the obligations expressly set forth in the Agreement and the related documents Loan Documents and (yB) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such a Borrower, its management, stockholdersshareholders, creditors or any other Person. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Bankit, in connection with such transaction transactions or the process leading thereto.

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

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

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

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

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

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

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

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

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

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

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

No Fiduciary Duty. The Each Agent, each Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.18, the “BanksLenders”), may have economic interests that conflict with those of the BorrowersCredit Parties, their stockholders and/or shareholders and their affiliatesAffiliates. The Borrowers Credit Parties agree that nothing in the Agreement and the related documents or otherwise Credit Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the BorrowersCredit Parties, their stockholders its shareholders or their affiliatesits Affiliates, on the otherother hand. Each Borrower acknowledges The Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Agreement and the related documents Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such Borrowerthe Credit Parties, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Bank Lender has assumed an advisory or fiduciary responsibility in favor favour of the BorrowerCredit Parties, its stockholders shareholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender has advised, is currently advising or will advise such Borrowerthe Credit Parties, its stockholders shareholders or its affiliates Affiliates on other matters) or any other obligation to such Borrower the Credit Parties except the obligations expressly set forth in the Agreement and the related documents Credit Documents and (yii) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such Borrowerthe Credit Parties, its management, stockholdersshareholders, creditors or any other Personperson. Each Borrower acknowledges The Credit Parties acknowledge and agrees agree that it has the Credit Parties have consulted its their own legal and financial advisors to the extent it they deemed appropriate and that it is they are responsible for making its their own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees The Credit Parties agree that it they will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankCredit Parties, in connection with such transaction transactions or the process leading thereto.

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

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

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

No Fiduciary Duty. The Agent, each Bank the Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.17, the “BanksLenders”), may have economic interests that conflict with those of the BorrowersBorrower, their stockholders and/or their affiliatesits members and its Affiliates. The Borrowers agree Borrower agrees that nothing in the Agreement and the related documents or otherwise Credit Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the BorrowersBorrower, their stockholders its members or their affiliatesits Affiliates, on the otherother hand. Each The Borrower acknowledges and agrees that (ia) the transactions contemplated by the Agreement and the related documents Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such the Borrower, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Bank Lender has assumed an advisory or fiduciary responsibility in favor favour of the Borrower, its stockholders members or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender has advised, is currently advising or will advise such the Borrower, its stockholders members or its affiliates Affiliates on other matters) or any other obligation to such the Borrower except the obligations expressly set forth in the Agreement and the related documents Credit Documents and (yii) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such the Borrower, its management, stockholdersmembers, creditors or any other Personperson. Each The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each The Borrower agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankBorrower, in connection with such transaction transactions or the process leading thereto.

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

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

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

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

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

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

No Fiduciary Duty. The AgentCompany and the Selling Stockholders hereby acknowledge, each Bank severally and their Affiliates not jointly, that (collectively, solely for purposes of this paragraph, a) the “Banks”), may have economic interests that conflict with those purchase and sale of the Borrowers, their stockholders and/or their affiliates. The Borrowers agree that nothing in Underwritten Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Agreement and the related documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankSelling Stockholders, on the one hand, and the Borrowers, their stockholders or their affiliatesUnderwriters and any affiliate through which they may be acting, on the other. Each Borrower acknowledges and agrees that , (ib) the transactions contemplated by purchase and sale of the Option Securities pursuant to this Agreement and the related documents (including the exercise of rights and remedies hereunder and thereunder) are is an arm’s-length commercial transactions transaction between the BanksCompany, on the one hand, and such Borrowerthe Underwriters and any affiliate through which they may be acting, on the other, (c) the Underwriters are acting as principals and not as an agents or fiduciaries of the Company or the Selling Stockholders and (iid) the Company’s and the Selling Stockholders’ engagement of the Underwriters in connection therewith with the offering and with the process leading theretoup to the offering is as independent contractors and not in any other capacity. Furthermore, (x) no Bank has assumed an advisory or fiduciary responsibility in favor each of the BorrowerCompany and the Selling Stockholders agrees, severally and not jointly, that it is solely responsible for making its stockholders or its affiliates own judgments in connection with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto offering (irrespective of whether any Bank of the Underwriters has advised, advised or is currently advising the Company or will advise such Borrower, its stockholders any Selling Stockholder on related or its affiliates on other matters) or any other obligation to such Borrower except ). Each of the obligations expressly set forth in the Agreement Company and the related documents and (y) each Bank is acting solely as principal Selling Stockholders agrees, severally and not as the agent or fiduciary of such Borrowerjointly, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Bank has the Underwriters have rendered advisory services of any nature or respect, or owes a owe an agency, fiduciary or similar duty to the Bank, Company or such Selling Stockholder in connection with such transaction or the process leading thereto.

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

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

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

No Fiduciary Duty. The Agent, each Bank Company and their Affiliates the Guarantor acknowledge and agree that (collectively, solely for purposes of this paragraph, a) the “Banks”), may have economic interests that conflict with those purchase and sale of the Borrowers, their stockholders and/or their affiliates. The Borrowers agree that nothing in Senior Notes pursuant to this Senior Notes Purchase Agreement is an arm’s-length commercial transaction between the Agreement Company and the related documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankGuarantor, on the one hand, and the Borrowers, their stockholders or their affiliates, on the other. Each Borrower acknowledges several Purchasers and agrees that (i) the transactions contemplated by the Agreement and the related documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Banks, on the one hand, and such Borrowerany affiliate through which any Purchaser may be acting, on the other, and (iib) in connection therewith and with the process leading theretoto such transaction each Purchaser is acting solely as principal and not as agent or fiduciary of the Company or the Guarantor, (xc) no Bank Purchaser has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders Company or its affiliates the Guarantor 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 Bank such Purchaser has advised, is advised or are currently advising the Company or will advise such Borrower, its stockholders or its affiliates the Guarantor on other matters) or any other obligation to such Borrower the Company or the Guarantor except the obligations expressly set forth in this Senior Notes Purchase Agreement, (d) the Agreement Purchasers may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the related documents Guarantor, and (ye) each Bank is acting solely as principal the Company and not as the agent or fiduciary of such Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that it has Guarantor have consulted its their own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions appropriate. The Company and the process leading thereto. Each Borrower agrees Guarantor agree that it they will not claim that any Bank has the Purchasers have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the BankCompany or the Guarantor, in connection with such transaction transactions or the process leading thereto.

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

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

No Fiduciary Duty. The Administrative Agent, each Bank and their Affiliates (collectively, solely for purposes of this paragraphSection 9.14, the “Banks”), may have economic interests that conflict with those of the Borrowers, their Company and its stockholders and/or their affiliates. The Borrowers agree Company agrees that nothing in the Agreement and the related documents Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Bank, on the one hand, and the BorrowersCompany, their its stockholders or their its affiliates, on the other. Each Borrower The Company acknowledges and agrees that (i) the transactions contemplated by the Agreement and the related documents Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Banks, on the one hand, and such Borrowerthe Company, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank has assumed an advisory or fiduciary responsibility in favor of the BorrowerCompany, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank has advised, is currently advising or will advise such Borrowerthe Company, its stockholders or its affiliates Affiliates on other matters) or any other obligation to such Borrower the Company except the obligations expressly set forth in the Agreement and the related documents Credit Documents and (y) each Bank is acting solely as principal and not as the agent or fiduciary of such Borrowerthe Company, its management, stockholders, stockholders or creditors or any other Person. Each Borrower The Company acknowledges and agrees that it the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower The Company agrees that it will not claim that any Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankCompany, in connection with such transaction or the process leading thereto.

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

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

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

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

No Fiduciary Duty. The Agent, each Bank Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “BanksLenders”), may have economic interests that conflict with those of the BorrowersObligors, their respective stockholders and/or their respective affiliates. The Borrowers agree Each Obligor agrees that nothing in this Agreement or the Agreement and the related documents Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the Borrowerssuch Obligor, their its stockholders or their its affiliates, on the other. Each Borrower acknowledges The Obligors acknowledge and agrees agree that (i) the transactions contemplated by the Agreement and the related documents Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such Borrowerthe Obligors, on the other, and (ii) solely in connection therewith and solely with the process leading thereto, (x) no Bank Lender has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Obligor, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender has advised, is currently advising or will advise such Borrowerany Obligor, its stockholders or its affiliates on other matters) or any other obligation to such Borrower any Obligor except the obligations expressly set forth in the Agreement and the related documents Loan Documents and (y) each Bank Lender is acting hereunder solely as principal and not as the agent or fiduciary of such Borrowerany Obligor, its management, stockholders, creditors or any other Person. Each Borrower Obligor acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. Each Borrower Obligor agrees that it will not claim that any Bank Xxxxxx has rendered advisory services hereunder of any nature or respect, or owes a fiduciary or similar duty to the Banksuch Obligor, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.. 187

No Fiduciary Duty. The Agent, each Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 16.16, the “BanksLenders”), may have economic interests that conflict with those of the Borrowers, their stockholders shareholders and/or their affiliatesAffiliates. The Borrowers agree Each Borrower agrees that nothing in the Agreement and the related documents or otherwise Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, and the Borrowers, their stockholders shareholders or their affiliatesAffiliates, on the otherother hand. Each Borrower acknowledges and agrees that (ia) the transactions contemplated by the Agreement and the related documents Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-arm’s length commercial transactions between the BanksLenders, on the one hand, and such Borrowerthe Borrowers, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Bank Lender has assumed an advisory or fiduciary responsibility in favor favour of the BorrowerBorrowers, its stockholders their shareholders or its affiliates their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Xxxxxx has advised, is currently advising or will advise such Borrowerthe Borrowers, its stockholders their shareholders or its affiliates their Affiliates on other matters) or any other obligation to such Borrower the Borrowers except the obligations expressly set forth in the Agreement and the related documents Documents and (yii) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such Borrowereither the Borrowers, its their management, stockholdersshareholders, creditors or any other Person. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Banksuch Borrower, in connection with such transaction transactions or the process leading thereto.

No Fiduciary Duty. The Administrative Agent, each Bank Joint Lead Arranger, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “BanksLenders”), may have economic interests that conflict with those of the Borrowers, their stockholders and/or their affiliatesBorrower. The Borrowers agree Borrower agrees that nothing in the Agreement and the related documents Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Bank, on the one hand, Lenders and the BorrowersBorrower, their its stockholders or their its affiliates, on the other. Each The #96301122v26 Borrower acknowledges and agrees that (i) the transactions contemplated by the Agreement and the related documents (including the exercise of rights and remedies hereunder and thereunder) Loan Documents are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such the Borrower, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Bank Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Lender or any of its affiliates has advised, advised or is currently advising or will advise such Borrower, its stockholders or its affiliates the Borrower on other matters) or any other obligation to such the Borrower except the obligations expressly set forth in the Agreement and the related documents Loan Documents and (yiv) each Bank is acting solely as principal and not as the agent or fiduciary of such Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each The Borrower agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankBorrower, in connection with such transaction or the process leading thereto and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Lenders shall have no responsibility or liability to the Borrower with respect thereto.

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

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

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

No Fiduciary Duty. The Agent, each Bank Xxxxxxx Sachs and their Affiliates (collectively, solely for purposes of this paragraph, the “Banks”)its Affiliates, may have economic interests that conflict with those of the BorrowersObligors, their stockholders and/or their affiliates. The Borrowers agree Each Obligor agrees that nothing in the Agreement and the related documents Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankXxxxxxx Xxxxx and its Affiliates, on the one hand, and the Borrowerssuch Obligor, their its stockholders or their its affiliates, on the other. Each Borrower acknowledges The Obligors acknowledge and agrees agree that (i) the transactions contemplated by the Agreement and the related documents Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksXxxxxxx Sachs and its Affiliates, on the one hand, and such Borrowerthe Obligors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank none of Xxxxxxx Xxxxx nor any of its Affiliates has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Obligor, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Xxxxxxx Sachs has advised, is currently advising or will advise such Borrowerany Obligor, its stockholders or its affiliates Affiliates on other matters) or any other obligation to such Borrower any Obligor except the obligations expressly set forth in the Agreement and the related documents Credit Documents and (y) each Bank of Xxxxxxx Xxxxx and its Affiliates is acting solely as principal and not as the agent or fiduciary of such Borrowerany Obligor, its management, stockholders, creditors or any other Person. Each Borrower Obligor acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower Obligor agrees that it will not claim that Xxxxxxx Sachs and any Bank of its Affiliates has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Banksuch Obligor, in connection with such transaction or the process leading thereto.. •• [Remainder of page intentionally left blank]

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

No Fiduciary Duty. The Administrative Agent, each Bank Fronting Bank, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “BanksCredit Parties”), may have economic interests that conflict with those of the Borrowers, their stockholders and/or their affiliates. The Borrowers agree Each Borrower agrees that nothing in the Agreement and the related documents Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankCredit Party, on the one hand, and the Borrowerssuch Borrower, their its stockholders or their its affiliates, on the other. Each Borrower acknowledges The Borrowers acknowledge and agrees agree that (i) the transactions contemplated by the Agreement and the related documents Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksCredit Parties, on the one hand, and such Borrowerthe Borrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank Credit Party has assumed an advisory or fiduciary responsibility in favor of the any Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Credit Party has advised, is currently advising or will advise such any Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to such any Borrower except the obligations expressly set forth in the Agreement and the related documents Loan Documents and (y) each Bank Credit Party is acting solely as principal and not as the agent or fiduciary of such any Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Bank Credit Party has rendered advisory services of any 80 nature or respect, or owes a fiduciary or similar duty to the Banksuch Borrower, in connection with such transaction or the process leading thereto.

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

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

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

No Fiduciary Duty. The Administrative Agent, each Bank Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “BanksLenders”), may have economic interests that conflict with those of each of the BorrowersBorrower, their stockholders and/or their affiliatesAffiliates. The Borrowers agree Borrower agrees that nothing in the Agreement and the related documents Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any BankLender, on the one hand, 62 and the BorrowersBorrower, their its stockholders or their affiliatesits Affiliates, on the other. Each The Borrower acknowledges and agrees that (i) the transactions contemplated by the Agreement and the related documents Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the BanksLenders, on the one hand, and such the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Bank Xxxxxx has advised, is currently advising or will advise such the Borrower, its stockholders or its affiliates Affiliates on other matters) or any other obligation to such the Borrower except the obligations expressly set forth in the Agreement and the related documents Loan Documents and (y) each Bank Lender is acting solely as principal and not as the agent or fiduciary of such the Borrower, its management, stockholders, creditors or any other Person. Each The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each The Borrower agrees that it will not claim that any Bank Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BankBorrower, in connection with such transaction or the process leading thereto.

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

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