Common use of No Fiduciary Duty Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Fiduciary Duty. The Credit Parties Each Agent, each Secured Party, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their other equityholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders equityholders or its Affiliatesaffiliates, on the other handother. The Borrower Each Loan Party acknowledges and agrees on its own behalf and on behalf of its subsidiaries that (i) the transactions contemplated by the Loan Transaction Documents (including the exercise of rights and remedies hereunder and thereunderunder the other Loan Documents) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders equityholders, it subsidiaries or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders equityholders, subsidiaries or its Affiliates affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Transaction Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersequityholders, subsidiaries, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees on its own behalf and on behalf of its subsidiaries that it has consulted its own legal and financial advisors and advisory committees to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that neither it nor will not any of its subsidiaries claim that any Agent or Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party or any of their subsidiaries, in connection with such transaction or the process leading thereto.

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

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

No Fiduciary Duty. The Credit Planet Fitness Parties acknowledge and their respective Affiliates agree that (collectively, solely for purposes of this Section, a) the “Lender Parties”), may have economic interests that conflict with those purchase and sale of the BorrowerOffered Notes pursuant to this Agreement, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise determination of rights the offering price of the Offered Notes and remedies hereunder any related discounts and thereunder) are commissions, is an arm’s-length commercial transactions transaction between the Lender Planet Fitness Parties, on the one hand, and the Borrowerseveral Initial Purchasers, on the otherother hand, and (iib) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser and their respective representatives are and have been acting solely as a principal and is not the agent or fiduciary of any Planet Fitness Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (xc) no Lender Party Initial Purchaser or any of its respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Planet Fitness Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether any Lender Party such Initial Purchaser or its representative has advised, advised or is currently advising the Planet Fitness Parties or will advise the Borrower, its securities holders or its Affiliates any of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any other obligation to the Borrower Planet Fitness Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Loan DocumentsInitial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Planet Fitness Parties, (e) any duties and obligations that the Initial Purchasers may have to the Planet Fitness Parties shall be limited to those duties and obligations specifically stated herein, and (yf) each Lender Party is acting solely as principal and the Initial Purchasers have not as provided any legal, accounting, regulatory or tax advice with respect to the agent or fiduciary offering of the BorrowerOffered Notes and the Planet Fitness Parties have consulted their own respective legal, its managementaccounting, securities holders, creditors or any other Person. The Borrower acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they deemed appropriate and appropriate. The Planet Fitness Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoOffered Notes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Fiduciary Duty. The Credit Parties Each Agent, each Secured Party, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their other equityholders and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders equityholders or its Affiliatesaffiliates, on the other handother. The Borrower Each Loan Party acknowledges and agrees on its own behalf and on behalf of its subsidiaries that (i) the transactions contemplated by the Loan Transaction Documents (including the exercise of rights and remedies hereunder and thereunderunder the other Loan Documents) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders equityholders, it subsidiaries or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders equityholders, subsidiaries or its Affiliates affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Transaction Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersequityholders, subsidiaries, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees on its own behalf and on behalf of its subsidiaries that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that neither it nor will not any of its subsidiaries claim that any Agent or Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party or any of their subsidiaries, in connection with such transaction or the process leading thereto.

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

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

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

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

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

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

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

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

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

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

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is 191 responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerRCC Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each RCC Party agrees that nothing in the Agreement or the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch RCC Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges RCC Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerRCC Parties, on the other, and (ii) solely in connection therewith and solely with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany RCC Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany RCC Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any RCC Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany RCC Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each RCC Party acknowledges and agrees that it has consulted its 100 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. The Borrower Each RCC Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch RCC Party, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders 148 and/or their Affiliatesaffiliates. The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

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

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

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

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

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

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

No Fiduciary Duty. The Credit Each Loan Party agrees and acknowledges that: (i) each Secured Party is acting solely as a principal and is not a financial advisor, agent or fiduciary, for the Loan Parties and or any of their respective Affiliates Affiliates, stockholders, creditors or employees or any other party; (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents ii) no Secured Party has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in any Loan Party’s or their respective Affiliates’ favor with respect to any of the Borrower, its securities holders transactions contemplated hereby (irrespective of whether any Secured Party has advised or is currently advising any Loan Party or its Affiliates on other matters) and no Secured Party has any obligation to the Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the those obligations expressly set forth herein; (iii) the Secured Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the Loan DocumentsParties or their respective Affiliates and the Secured Parties have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiv) each Lender Party is acting solely as principal and the Lenders have not as the agent provided any legal, accounting, regulatory or fiduciary tax advice in any jurisdiction with 148 respect to any of the Borrowertransactions contemplated hereby and the Loan Parties have consulted their own legal, its managementaccounting, securities holders, creditors or any other Personregulatory and tax advisors to the extent they have deemed appropriate. The Borrower Each Loan Party acknowledges and agrees that it has consulted will consult with its own legal advisors concerning such matters and financial advisors to the extent it deemed appropriate and that it is shall be responsible for making its own independent judgment investigation and appraisal of the transactions contemplated hereby, and neither any Secured Party nor its Affiliates shall have any responsibility or liability to any Loan Party with respect thereto. Each Loan Party hereby waives and releases, to the fullest extent permitted by law, any claims that such Loan Party may have against the Secured Parties or their respective Affiliates with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoduty.

No Fiduciary Duty. The Credit Parties Each Agent, each Bookrunner, the Syndication Agent, the Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.. 128

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

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

No Fiduciary Duty. The Credit Parties Each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerRCC Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each RCC Party agrees that nothing in the Agreement or the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch RCC Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges RCC Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerRCC Parties, on the other, and (ii) solely in connection therewith and solely with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany RCC Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany RCC Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any RCC Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany RCC Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each RCC Party acknowledges and agrees that it has consulted its 100 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. The Borrower Each RCC Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch RCC Party, solely in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto. SECTION 9.16.

No Fiduciary Duty. The Credit Parties Each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, Parties acknowledge and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto. 105 The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: KODIAK OIL & GAS (USA) INC. By: /s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx Chief Financial Officer ADMINISTRATIVE AGENT, XXXXX FARGO BANK, N.A., ISSUING BANK and SWINGLINE LENDER: By: /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx Vice President [Signature Page- Credit Agreement] LENDERS: XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx Vice President BMO Xxxxxx Financing, Inc., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director Royal Bank of Canada, as a Lender By: /s/ Xxx X. XxXxxxxxxxx Name: Xxx X. XxXxxxxxxxx Title: Authorized Signatory KeyBank National Association, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Credit Suisse AG, Cayman Islands Branch, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Associate ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Aggregate Maximum Credit Amounts Name of Lender Applicable Percentage Maximum Credit Amount Xxxxx Fargo Bank, National Association 28.8888889 % $ 216,666,666.67 BMO Xxxxxx Financing, Inc. 20.0000000 % $ 150,000,000.00 Royal Bank of Canada 20.0000000 % $ 150,000,000.00 KeyBank, N.A. 20.0000000 % $ 150,000.000.00 Credit Suisse AG 11.1111111 % $ 83,333,333.33 TOTAL 100.00 % $ 750,000,000.00 Annex I - 1 EXHIBIT A FORM OF NOTE $[ ] [ ], 201[ ] FOR VALUE RECEIVED, KODIAK OIL & GAS (USA) INC., a Colorado corporation (the “Borrower”) hereby promises to pay [ ] (the “Lender”) or its registered assigns, at the principal office of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”), the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans. This Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of [ ], 2011 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. KODIAK OIL & GAS (USA) INC. By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST [ ], 201[ ] KODIAK OIL & GAS (USA) INC., a Colorado corporation (the “Borrower”), pursuant to Section 2.03 of the Amended and Restated Credit Agreement dated as of [ ], 2011 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:

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

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

No Fiduciary Duty. The Credit Parties Each Lender and their its respective Affiliates (collectively, solely for purposes of this SectionSection 12.17, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesLoan Parties. The Borrower Each Loan Party agrees that nothing in the any Loan Documents Document, any Hedging Agreement with any Secured Hedging Provider or otherwise any Treasury Management Agreement will be deemed to create an advisory, fiduciary or agency relationship between Lenders and the Loan Parties, their partners or fiduciary or other implied duty their Affiliates. Each Loan Party acknowledges and agrees that (a) the transactions with Lenders contemplated by the Loan Documents, the Hedging Agreements with Secured Hedging Providers and the Treasury Management Agreements are arm’s-length commercial transactions between any Lender PartyLenders, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the applicable Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the agent or fiduciary of any Loan Party, or of any Loan Party’s management, partners, creditors or other Affiliates, (xc) no Lender Party has assumed an advisory or a fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions with Lenders contemplated hereby (by the Financing Documents, any Hedging Agreement or the exercise of rights or remedies with respect thereto) any Treasury Management Agreements or the process leading thereto (irrespective of whether any Lender Party or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Loan Party on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yd) each Lender such Loan Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a Resolute Energy Corporation Second Amended & Restated Credit Agreement fiduciary or similar duty to the Borrower, such Loan Party in connection with such transaction the Financing Documents, any Hedging Agreement or any Treasury Management Agreement or the process leading thereto.. [SIGNATURES BEGIN NEXT PAGE] Resolute Energy Corporation Second Amended & Restated Credit Agreement 103 The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: RESOLUTE ENERGY CORPORATION By: Xxxxxxxx Xxxxxxx, Senior Vice President - Finance and Chief Financial Officer Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement GUARANTORS: XXXXX ACQUISITION COMPANY I, INC. RESOLUTE ANETH, LLC RNRC HOLDINGS, INC. RESOLUTE WYOMING, INC. (f/k/a Primary Natural Resources, Inc.) RESOLUTE NATURAL RESOURCES COMPANY, LLC (f/k/a Resolute Natural Resources Company) BWNR, LLC WYNR, LLC RESOLUTE NORTHERN ROCKIES, LLC By: Xxxxxxxx Xxxxxxx, Senior Vice President - Finance and Chief Financial Officer Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement ADMINISTRATIVE AGENT AND LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger to Wachovia Bank, National Association, as Administrative Agent and a Lender By: Xxxx Xxxxx Vice President LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Xxxx Xxxxx Vice President Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: BANK OF MONTREAL By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS By: Name: Title: By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: UBS LOAN FINANCE LLC By: Name: Title: By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: UNION BANK, N.A. By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: BNP PARIBAS By: Name: Title: By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: BARCLAYS BANK PLC By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: COMERICA BANK By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: CAPITAL ONE, N.A. By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: CITIBANK, N.A. By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement LENDER: GUARANTY BANK AND TRUST COMPANY By: Name: Title: Signature Page Resolute Energy Corporation Second Amended & Restated Credit Agreement

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

No Fiduciary Duty. The Credit Parties Each Loan Party, on behalf of itself and its Subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Loan Parties, their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Subsidiaries and Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the BorrowerAgents, its securities holders or its the Lenders, the other Secured Parties, and all of their respective Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents the Lenders or their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. Reliance on Certificates Notwithstanding anything to the contrary herein, the Secured Parties shall be entitled to rely and act upon any certificate, notice or other document delivered by or on behalf of any Person purporting to be an Authorized Officer of a Loan Party, and shall have no duty to inquire as to the actual incumbency or authority of such Person. No Waiver A Secured Party’s failure to insist at any time upon strict compliance with this Loan Agreement or with any of the terms of this Loan Agreement or any continued course of such conduct on its part will not constitute or be considered a waiver by such Secured Party of any of its rights or privileges. A waiver or consent, express or implied, of or to any breach or default by any party in the performance by that party of its obligations with respect to this Loan Agreement is not a waiver or consent of or to any other breach or default in the performance by that party of the same or any other obligations of that party. The Borrower acknowledges as the Loan Parties’ Representative Each Loan Party (other than the Borrower) hereby irrevocably appoints the Borrower as the borrowing agent and agrees that attorney-in-fact for all Loan Parties, which appointment is coupled with an interest and shall remain in full force and effect unless and until the Administrative Agent (i) in its sole discretion shall have consented in writing to the transactions contemplated by the Loan Documents (including the exercise revocation of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, such appointment and (ii) received prior written notice signed by the Loan Parties that such appointment has been revoked and that another Loan Party has been appointed. Each Loan Party hereby irrevocably appoints and authorizes the Borrower (a) to provide the Agents and the Lenders with all notices with respect to all Loans and other extensions of credit obtained for the benefit of the Borrower and all other notices and instructions under this Loan Agreement and the other Loan Documents, (b) amend, supplement or otherwise modify any term or condition of this Loan Agreement and the other Loan Documents in connection therewith accordance with Section 12.01(b) without any requirement that such Loan Party also sign any documents or instruments to effectuate any such amendment, supplement or waiver, and with (c) to take such action as the process leading theretoBorrower deems appropriate on such Loan Party’s behalf to exercise such powers as are reasonably incidental thereto to carry out the purposes of this Loan Agreement and the other Loan Documents. Each Loan Party acknowledges that the handling of this Loan Agreement, the other Loan Documents and the Collateral in a combined fashion, as more fully set forth herein and in the other Loan Documents, is done solely as an accommodation to the Loan Parties in order to utilize the collective borrowing powers of the Loan Parties in the most efficient and economical manner and at their request, and that no Agent or Lender shall incur liability to any Loan Party as a result thereof. Each Loan Party expects to derive substantial benefit, directly or indirectly, from the handling of this Loan Agreement, the other Loan Documents and the Collateral in a combined fashion because the successful operation of each Loan Party is dependent on the continued successful performance of the integrated group. To induce the Agents and Lenders to do so, and in consideration thereof, each Loan Party hereby jointly and severally agrees to indemnify each Agent and each Lender against, and hold each Agent and each Lender harmless from, any and all liability, expense, loss or claim of damage or injury made against any Agent or Lender by any Loan Party or by any third party whosoever, arising from or incurred by reason of (x) no the handling of this Loan Agreement, the other Loan Documents and the Collateral as provided herein, or (y) an Agent or a Lender Party has assumed an advisory or fiduciary responsibility in favor relying on any instructions of the Borrower, its securities holders except that the Loan Parties will have no liability to any Agent or its Affiliates Lender pursuant to this Section 12.25 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the transactions contemplated hereby (gross negligence or the exercise willful misconduct of rights such Agent or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advisedsuch Lender, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoapplicable.

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

No Fiduciary Duty. The Credit Parties Each Agent, the Collateral Agent, each Issuing Bank, Swing Line Lender, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliates. The Borrower Each Credit Party agrees that 179 nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their respective Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including Documents(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto. Section 8.15.

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

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

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees agree that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other hand. The Borrower acknowledges parties hereto acknowledge and agrees agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Xxxxxx has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.. 140

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

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

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this SectionSection 10.23, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents 124 and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this SectionSection 10.23, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto. 10.24.

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

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

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

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

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

No Fiduciary Duty. The Credit Parties Each Agent, Issuing Bank, Lender, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliatesaffiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.. 175

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

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

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

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

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Company and each Subsidiary Borrower agrees agree that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Company and each Subsidiary Borrower acknowledges acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and 111 remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Company and each Subsidiary Borrower acknowledges acknowledge and agrees agree that it such Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees Each of the Company and the Subsidiary Borrowers agree that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees that agree that: (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender PartiesLenders, on the one hand, and the Borrowereach Credit Party, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Credit Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.. 13.21 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and 148 #93457508v14

No Fiduciary Duty. The Credit Dine Parties acknowledge and their respective Affiliates agree that (collectively, solely for purposes of this Section, a) the “Lender Parties”), may have economic interests that conflict with those purchase and sale of the BorrowerOffered Notes pursuant to this Agreement, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise determination of rights the offering price of the Offered Notes and remedies hereunder any related discounts and thereunder) are commissions, is an arm’s-length commercial transactions transaction between the Lender Dine Parties, on the one hand, and the BorrowerInitial Purchaser, on the otherother hand, and (iib) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, the Initial Purchaser is and has, and their respective representatives are and have, been acting solely as a principal and is not the agent or fiduciary of any Dine Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (xc) no Lender Party the Initial Purchaser or any of their respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Dine Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether the Initial Purchaser or any Lender Party has advised, is of its representatives have advised or are currently advising the Dine Parties or will advise the Borrower, its securities holders or its Affiliates any of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any other obligation to the Borrower Dine Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Loan DocumentsInitial Purchaser and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Dine Parties, (e) any duties and obligations that the Initial Purchaser may have to the Dine Parties shall be limited to those duties and obligations specifically stated herein, and (yf) each Lender Party is acting solely as principal and the Initial Purchaser has not as provided any legal, accounting, regulatory or tax advice with respect to the agent or fiduciary offering of the BorrowerOffered Notes and the Dine Parties have consulted their own respective legal, its managementaccounting, securities holders, creditors or any other Person. The Borrower acknowledges regulatory and agrees that it has consulted its own legal and financial tax advisors to the extent it they deemed appropriate and appropriate. The Dine Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchaser with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoOffered Notes.

No Fiduciary Duty. The Credit Parties Each Lender and their its respective Affiliates (collectively, solely for purposes of this SectionSection 12.17, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesLoan Parties. The Borrower Each Loan Party agrees that nothing in the any Loan Documents Document, any Hedging Agreement with any Secured Hedging Provider or otherwise any Treasury Management Agreement will be deemed to create an advisory, fiduciary or agency relationship between the Lenders and the Loan Parties, their partners or fiduciary or other implied duty their Affiliates. Each Loan Party acknowledges and agrees that (a) the transactions with the Lenders contemplated by the Loan Documents, the Hedging Agreements with Secured Hedging Providers and the Treasury Management Agreements are arm’s-length commercial transactions between any Lender Partythe Lenders, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the applicable Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the agent or fiduciary of any Loan Party, or of any Loan Party’s management, partners, creditors or other Affiliates, (xc) no Lender Party has assumed an advisory or a fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions with Lenders contemplated hereby (by the Loan Documents, any Hedging Agreement or the exercise of rights or remedies with respect thereto) any Treasury Management Agreements or the process leading thereto (irrespective of whether any Lender Party or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Loan Party on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yd) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it such Person has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, such Person in connection with such transaction the Loan Documents, any Hedging Agreement or any Treasury Management Agreement or the process leading thereto. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: ARCHROCK SERVICES, L.P., a Delaware limited partnership By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer Address for Notices: 00000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 e-mail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxx Xxxxxxx, Treasurer Copy to: General Counsel Facsimile No: (000) 000-0000 e-mail: xxxxxx.xxxxx@xxxxxxxxxxxxxxxx.xxx Copy to: Xxxxxxxx Xxxxxx Sidley Austin LLP 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxx 00000 SIGNATURE PAGE CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. PARENT: EXTERRAN HOLDINGS, INC., a Delaware corporation By: /s/ X. Xxxxxxx Childers Name: X. Xxxxxxx Childers Title: President and Chief Executive Officer Address for Notices: 00000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 e-mail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxxx.xxx Attention: Xxxxx Xxxxxxx, Treasurer Copy to: General Counsel Facsimile No: (000) 000-0000 e-mail: xxxxxx.xxxxx@xxxxxxxxxxxxxxxx.xxx Copy to: Xxxxxxxx Xxxxxx Sidley Austin LLP 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxx 00000 SIGNATURE PAGE ADMINISTRATIVE AGENT, XXXXX FARGO BANK, NATIONAL ISSUING BANK, SWINGLINE ASSOCIATION, Individually and as LENDER AND LENDER: Administrative Agent By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director Lending Office for ABR Loans and LIBOR Loans: WLS Agency Services 0000 X Xx Xxxxxx Blvd. 23rd Floor NC 0680 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Address for Notices: Xxxxx Fargo Bank, National Association 0000 Xxxxxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: C. Xxxxx Xxxxxx Facsimile No.: (000) 000-0000 Copy to: Xxxx X. Xxxxxxx Xxxxxx & Xxxxxx L.L.P. 0000 Xxxx Xxxxxx Suite 3700 Dallas, Texas 75201 SIGNATURE PAGE CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. LENDERS: CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender and Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. BANK OF AMERICA, N.A., as a Lender and Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. JPMORGAN CHASE BANK, N.A., as a Lender and Issuing Bank By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. ROYAL BANK OF CANADA, as a Lender and Issuing Bank By: /s/ Xxxx Xxxxx, Xx. Name: Xxxx Xxxxx, Xx. Title: Authorized Signatory SIGNATURE PAGE CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. COMPASS BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. TORONTO DOMINION (New York) LLC, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Manager Corporate Lending CREDIT AGREEMENT — ARCHROCK SERVICES, X.X. XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. MUFG UNION BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx He Name: Xxxxxx He Title: Assistant Vice President CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. REGIONS BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ XxXxx X. Xxxx Name: XxXxx X. Xxxx Title: Senior Vice President SIGNATURE PAGE CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. CITIBANK, N.A., as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President CREDIT AGREEMENT — ARCHROCK SERVICES, X.X. XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President SIGNATURE PAGE CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. SANTANDER BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President By: /s/ Puiki Lok Name: Puiki Lok Title: Vice President CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. ANNEX I AGGREGATE COMMITMENTS Name of Lender Revolving Commitment Xxxxx Fargo Bank, National Association $ 22,000,000.00 Credit Agricole Corporate and Investment Bank $ 19,500,000.00 Bank of America, N.A. $ 19,500,000.00 JPMorgan Chase Bank, N.A. $ 19,500,000.00 Royal Bank of Canada $ 19,500,000.00 The Bank of Nova Scotia $ 16,000,000.00 Compass Bank $ 16,000,000.00 Capital One, National Association $ 16,000,000.00 Sumitomo Mitsui Banking Corporation $ 16,000,000.00 Toronto Dominion (New York) LLC $ 16,000,000.00 Xxxxxxx Xxxxx Bank USA $ 16,000,000.00 MUFG Union Bank, N.A. $ 16,000,000.00 PNC Bank, National Association $ 16,000,000.00 Regions Bank $ 16,000,000.00 Branch Banking and Trust Company $ 14,000,000.00 Citibank, N.A. $ 14,000,000.00 Xxxxxxx Xxxxx Bank, N.A. $ 14,000,000.00 Santander Bank, N.A. $ 14,000,000.00 TOTAL $ 300,000,000.00 ANNEX I CREDIT AGREEMENT — ARCHROCK SERVICES, L.P. EXHIBIT A FORM OF NOTE $ , 201[·] FOR VALUE RECEIVED, ARCHROCK SERVICES, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the office of XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), at [ ], the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books. This Note is one of the Notes referred to in the Credit Agreement dated as of July 10, 2015, among Exterran Holdings, Inc., as Parent, the Borrower, the Administrative Agent and the other Agents and Lenders from time to time party thereto (including the Lender) (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and evidences the Loans made by the Lender thereunder. Capitalized terms used in this Note and not defined herein have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. ARCHROCK SERVICES, L.P. By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST [ ], 201[ ] ARCHROCK SERVICES, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Credit Agreement dated as of July 10, 2015, among Exterran Holdings, Inc., as Parent, the Borrower, the Administrative Agent and the other Agents and Lenders from time to time party thereto (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), hereby makes the requests indicated below (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement):

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this SectionSection 11.21, the “Lender Credit Parties”), ) may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesBorrowers. The Borrower Each Obligor Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, Credit Parties and the BorrowerBorrowers, its securities holders their stockholders or its Affiliates, on the other handtheir affiliates. The Borrower Each Obligor Party acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Credit Parties, on the one hand, and the BorrowerObligors, on the other, and (ii) in connection therewith and with the process leading theretoto such transactions, each of the Credit Parties is acting solely as a principal and not the fiduciary of the Obligors, their management, stockholders, creditors or any other person, (xiii) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders 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 Lender Credit Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Obligor on other matters), (iv) or each of the Credit Parties may be engaged in a broad range of transactions that involve interests that differ from those of the Obligor Parties and their Affiliates, and no Credit Party has any other obligation to disclose any of such interests to the Borrower except the obligations expressly set forth in the Loan Documents, Obligor Parties or their Affiliates and (yv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it Obligor has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Obligor Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. The Borrower Each Obligor Party agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Obligor Party or any other Obligor, in connection with such transaction the transactions contemplated hereby or the process leading thereto.