Common use of Creditor-Debtor Relationship Clause in Contracts

Creditor-Debtor Relationship. The relationship between Agent, each Lender and each Holder, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor and debtor. None of the Agent, any Lender or any Holder has any advisory or fiduciary relationship or duty to any Credit Party or to any Credit Party’s business associates arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Agent, any Lender or any Holder and the Credit Parties by virtue of, any Transaction Document or any transaction contemplated therein. Nothing contained herein or in any other Transaction Document, and no action taken by the Agent, any Lender or any Holder pursuant hereto or thereto, shall be deemed to constitute the Agent, the Lenders and/or the Holders as a partnership, an association, a joint venture or any other kind of entity with any of the Credit Parties, or create a presumption that the Agent, the Holders and/or the Lenders are in any way acting in concert or as a group with any of the Credit Parties with respect to the transactions contemplated by the Transaction Documents. None of the Agent, any Lender or any Holder has been involved in the structuring, negotiation or implementation of the business of the Credit Parties or given any advice to the Credit Parties or any of the Credit Party’s business associates with respect to the Credit Parties structuring, negotiating, implementing and operating their respective businesses, and the Credit Parties have relied solely on the advice of their own counsel in structuring, negotiating, implementing and operating their respective businesses. Without characterizing the relationship between Agent, each Lender and each Holder, on the one hand, and the Credit Parties, on the other hand, as anything other than that of creditor and debtor, in the event the nature of such relationship between Agent, each Lender and each Holder, on the one hand, and the Credit Parties, on the other hand, shall ever be challenged and recharacterized as an equity, ownership, advisory or any other type of relationship, it is agreed and understood that the Agent, each Lender and each Holder shall solely be considered a passive investor with respect to the Credit Parties.

Creditor-Debtor Relationship. The relationship between Agent, each Lender and each HolderL/C Issuer, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor and debtor. None of the Agent, any Lender or any Holder No Secured Party has any advisory or fiduciary relationship or duty to any Credit Party or to any Credit Party’s business associates arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Agent, any Lender or any Holder Secured Parties and the Credit Parties by virtue of, any Transaction Loan Document or any transaction contemplated therein. Nothing contained herein In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or in other modification hereof or of any other Transaction Loan Document), each Credit Party acknowledges and agrees, and no action taken acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Agent, any Lender or any Holder pursuant hereto or thereto, shall be deemed to constitute the AgentLead Arrangers, the Lenders and/or the Holders as a partnership, an association, a joint venture or any other kind of entity with any of the Credit Parties, or create a presumption that the AgentL/C Issuers, the Holders and/or Swingline Lenders and the other Lenders are in any way acting in concert or as a group with any of arm’s-length commercial transactions between the Credit Parties with respect to the transactions contemplated by the Transaction Documents. None of the Agent, any Lender or any Holder has been involved in the structuring, negotiation or implementation of the business of the Credit Parties or given any advice to the Credit Parties or any of the Credit Party’s business associates with respect to the Credit Parties structuring, negotiating, implementing and operating their respective businesses, and the Credit Parties have relied solely on the advice of their own counsel in structuring, negotiating, implementing and operating their respective businesses. Without characterizing the relationship between Agent, each Lender and each HolderAffiliates, on the one hand, and the Credit PartiesAgent, the Lead Arrangers, the L/C Issuers, the Swingline Lenders and the other Lenders, on the other hand, as anything (B) each Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other than that of creditor and debtor, in Loan Documents; (ii) (A) the event the nature of such relationship between Agent, the Lead Arrangers, the L/C Issuers, the Swingline Lenders and the other Lenders each Lender is and each Holderhas been acting solely as a principal and, on except as expressly agreed in writing by the one handrelevant parties, has not been, is not, and the Credit Parties, on the other hand, shall ever will not be challenged and recharacterized acting as an equityadvisor, ownershipagent or fiduciary for the Borrower, advisory , any other Credit Party or any of their respective Affiliates, or any other type of relationship, it is agreed Person and understood that (B) neither the Agent, each the Lead Arrangers, the L/C Issuers, the Swingline Lenders nor any Lender and each Holder shall solely be considered a passive investor has any obligation to the Borrower, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agent, the Lead Arrangers, the L/C Issuers, the Swingline Lenders and the other Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Agent, the Lead Arrangers, the L/C Issuers, the Swingline Lenders nor any Lender has any obligation to disclose any of such interests to the Borrower, or any of its Affiliates. To the fullest extent permitted by Requirements of Law, each Credit PartiesParty hereby waives and releases any claims that it may have against Agent, the Lead Arrangers, the L/C Issuers, the Swingline Lender and the other Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Creditor-Debtor Relationship. The relationship between Agent, each Lender and each HolderL/C Issuer, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor and debtor. None of the Agent, any Lender or any Holder No Secured Party has any advisory or fiduciary relationship or duty to any Credit Party or to any Credit Party’s business associates arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Agent, any Lender or any Holder Secured Parties and the Credit Parties by virtue of, any Transaction Loan Document or any transaction contemplated therein. Nothing contained herein In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or in other modification hereof or of any other Transaction Loan Document), each Credit Party acknowledges and agrees, and no action taken acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Agent, any Lender or any Holder pursuant hereto or thereto, shall be deemed to constitute the AgentLead Arrangers, the Lenders and/or the Holders as a partnership, an association, a joint venture or any other kind of entity with any of the Credit Parties, or create a presumption that the AgentL/C Issuers, the Holders and/or Swingline Lenders and the other Lenders are in any way acting in concert or as a group with any of arm’s-length commercial transactions between the Credit Parties with respect to the transactions contemplated by the Transaction Documents. None of the Agent, any Lender or any Holder has been involved in the structuring, negotiation or implementation of the business of the Credit Parties or given any advice to the Credit Parties or any of the Credit Party’s business associates with respect to the Credit Parties structuring, negotiating, implementing and operating their respective businesses, and the Credit Parties have relied solely on the advice of their own counsel in structuring, negotiating, implementing and operating their respective businesses. Without characterizing the relationship between Agent, each Lender and each HolderAffiliates, on the one hand, and the Credit PartiesAgent, the Lead Arrangers, the L/C Issuers, the Swingline Lenders and the other Lenders, on the other hand, as anything (B) each Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other than that of creditor and debtor, in Loan Documents; (ii) (A) the event the nature of such relationship between Agent, the Lead Arrangers, the L/C Issuers, the Swingline Lenders and the other Lenders each Lender is and each Holderhas been acting solely as a principal and, on except as expressly agreed in writing by the one handrelevant parties, has not been, is not, and the Credit Parties, on the other hand, shall ever will not be challenged and recharacterized acting as an equityadvisor, ownershipagent or fiduciary for the Borrower, advisory any other Credit Party or any of their respective Affiliates, or any other type of relationship, it is agreed Person and understood that (B) neither the Agent, each the Lead Arrangers, the L/C Issuers, the Swingline Lenders nor any Lender and each Holder shall solely be considered a passive investor has any obligation to the Borrower, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agent, the Lead Arrangers, the L/C Issuers, the Swingline Lenders and the other Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Agent, the Lead Arrangers, the L/C Issuers, the Swingline Lenders nor any Lender has any obligation to disclose any of such interests to the Borrower, or any of its Affiliates. To the fullest extent permitted by Requirements of Law, each Credit PartiesParty hereby waives and releases any claims that it may have against Agent, the Lead Arrangers, the L/C Issuers, the Swingline Lender and the other Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Creditor-Debtor Relationship. The relationship between Agent, each Lender Agent and each HolderLender, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor and debtor. None of the Agent, any Agent or Lender or any Holder has any advisory or fiduciary relationship or duty to any Credit Party or to any Credit Party’s business associates arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Agent, any Agent or Lender or any Holder and the Credit Parties by virtue of, any Transaction Document or any transaction contemplated therein. Nothing contained herein or in any other Transaction Document, and no action taken by the Agent, any Agent or Lender or any Holder pursuant hereto or thereto, shall be deemed to constitute the Agent, the Lenders Agent and/or the Holders Lender as a partnership, an association, a joint venture or any other kind of entity with any of the Credit Parties, or create a presumption that the Agent, the Holders Agent and/or the Lenders Lender are in any way acting in concert or as a group with any of the Credit Parties with respect to the transactions contemplated by the Transaction Documents. None of the Agent, any Neither Agent nor Lender or any Holder has been involved in the structuring, negotiation or implementation of the business of the Credit Parties or given any advice to the Credit Parties or any of the Credit Party’s business associates with respect to the Credit Parties structuring, negotiating, implementing and operating their respective businesses, and the Credit Parties have relied solely on the advice of their own counsel in structuring, negotiating, implementing and operating their respective businesses. Without characterizing the relationship between Agent, each Lender Agent and each HolderLender, on the one hand, and the Credit Parties, on the other hand, as anything other than that of creditor and debtor, in the event the nature of such relationship between Agent, each Lender Agent and each HolderLender, on the one hand, and the Credit Parties, on the other hand, shall ever be challenged and recharacterized as an equity, ownership, advisory or any other type of relationship, it is agreed and understood that the Agent, each Agent and Lender and each Holder shall solely be considered a passive investor with respect to the Credit Parties.. 15651.048 4835-8083-6858.11 75