Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each of the Loan Parties other Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArranger, on the other hand, (B) each of the Loan Parties Company and the other Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Company and the other Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Company, any other Borrower or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to the Loan Parties Company, any other Borrower 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 Administrative Agent, Agent and the Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Company and the other Borrowers and their respective Affiliates, and neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Company, any other Borrower or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Company and the other Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and the Arranger, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent , any the Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, Arranger the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders Lenders, are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrowers 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 Administrative Agent, the Arrangers, Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrowers 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 Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers MLPFS and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers MLPFS, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers MLPFS and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger MLPFS, nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersMLPFS, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger MLPFS, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger MLPFS or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers, are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor any Arranger nor any or Lender has any obligation to the any Loan Parties 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 Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor any Arranger nor any or Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each Each of the Loan Parties hereby waives and releases any claims agrees that it may have against will not claim that any of the Administrative Agent, the Lender, the Arrangers or their respective Affiliates has rendered advisory services of any Arranger nature or any Lender with respect to any breach or alleged breach of agency or owes fiduciary duty in connection with any aspect respect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, agrees (on behalf of itself and acknowledges its Affiliates’ understanding), that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each Each of the Loan Parties hereby waives and releases any claims agrees that it may have against will not claim that any of the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or Lenders and their respective affiliates owes a fiduciary duty or similar duty to it in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax Tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each of the other Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers Lenders and the Lenders Affiliates of the foregoing Persons are arm’s-length commercial transactions between the Borrower, each other Loan Parties and their AffiliatesParty, on the one hand, and the Administrative AgentAgents, the Arrangers Lenders and the Lenderstheir respective Affiliates, on the other hand, (Bii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each of the other Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Arrangers Lenders and the Lenders each their respective Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Loan Parties or any of their respective AffiliatesBorrower, or any other Person Loan Party and (Bii) neither the Administrative Agent, any Arranger nor any Lender Lender, nor any of their respective Affiliates has any obligation to the Borrower, any other Loan Parties or any of their respective Affiliates Party with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective AffiliatesParties, and neither the Administrative Agent, any Arranger nor any Lender Lender, nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Parties and their respective AffiliatesParty. To the fullest extent permitted by Lawlaw, each of the Borrower and each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative each Agent, any Arranger each Lender or any Lender of their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and the Arranger, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby by any Credit Document, Loan Parties acknowledge and agree that (including in connection with a)(i) this credit facility and any amendment, waiver related arranging or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, such Person; (Bii) each of the Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, ; and (Ciii) each of the Loan Parties is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (iib) (A) the Administrative each of Agent, the Arrangers Lenders, their Affiliates and the Lenders each any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or Parties, any of their respective Affiliates, Affiliates or any other Person Person, and (B) neither the Administrative Agent, any Arranger nor any Lender has any no obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby by the Loan Documents except those obligations as expressly set forth herein and in the other Loan Documentstherein; and (iiic) the Administrative Agent, the ArrangersLenders, the Lenders their Affiliates and their respective Affiliates any arranger may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any have no obligation to disclose any of such interests to the Loan Parties and or their respective Affiliates. To the fullest extent permitted by Applicable Law, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, Lenders, their Affiliates and any Arranger or any Lender arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyby a Loan Document.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliatesthe other Loan Parties’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) The Administrative Agent, Lead Arrangers and each Lender and their respective Affiliates (collectively, solely for purposes of this Section 10.24, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the each Loan Parties Party and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (BC) each of the Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) each of the Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each of the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties Party or any of their respective its Affiliates, or any other Person Person, and the relationship between the Lenders, on one hand, and the Loan Parties, on the other hand, in connection herewith is solely that of debtor and creditor, (B) neither the Administrative Agent, any Arranger nor any no Lender has any obligation to the any Loan Parties Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, and (C) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the Transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders; and (iii) the Administrative Agent, the Arrangers, each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the each Loan Parties Party and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any no Lender has any obligation to disclose any of such interests to the any Loan Parties and their respective Party or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against each of the Administrative Agent, any Arranger or any Lender Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers and the other Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, the L/C Issuer and the Lenders Lenders, are arm’s-length commercial transactions between the Borrowers, the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, the L/C Issuer and the Lenders, on the other hand, (Bii) each of Parent and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of Parent and each of the other Loan Parties is are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, the Arrangers Arrangers, the L/C Issuer and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, the other Loan Parties or any of their respective Affiliates, or any other Person Person; and (Bii) neither the Administrative Agent, any Arranger the Arrangers, the L/C Issuer nor any Lender has the Lenders have any obligation to the Borrowers, the other Loan Parties 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 (iiic) the Administrative Agent, the Arrangers, the L/C Issuer, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Parent, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, the L/C Issuer nor any Lender has the Lenders have any obligation to disclose any of such interests to the Borrowers, the other Loan Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrowers and each of the other Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers, the L/C Issuer and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers and the other Loan Parties acknowledges acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrowers, the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) each of the Borrowers and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriateappropriate by such Loan Parties, and (C) each of the Borrowers and the other Loan Parties is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agent and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, the other Loan Parties or any of Parties, their respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender has the Arrangers have any obligation to the Borrowers, the other Loan Parties or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender has the Arrangers have any obligation to disclose any of such interests to the Loan Parties and Borrowers or their respective Affiliates. To the fullest extent permitted by Lawlaw, the Borrowers and each of the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any each Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Xxxxxxx, and the Lenders other lead arranger(s) are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Xxxxxxx, and the Lendersother lead arranger(s), on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Xxxxxxx and the Lenders each other lead arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Xxxxxxx nor any Lender other lead arranger has any obligation to the Loan Parties 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 Administrative Agent, Xxxxxxx and the Arrangers, the Lenders other lead arranger(s) and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger Xxxxxxx nor any Lender other lead arranger has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Xxxxxxx and the other Lead Arranger(s) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger, and the other Lead Arranger(s) are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lendersother Lead Arranger(s), on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each other Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender other Lead Arranger has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgent , the Arrangers, Arranger and the Lenders other Lead Arranger(s) and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender other Lead Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender and the other Lead Arranger(s) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby this Agreement and the other Loan Documents (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Joint Lead Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Joint Lead Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Joint Lead Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger Joint Lead Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims The Borrower agrees that it may have will not assert any claim against the Administrative Agent, any Arranger the Joint Lead Arrangers or any Lender with respect to any breach or the Lenders based on an alleged breach of agency or fiduciary duty by such Person in connection with any aspect of any transaction this Agreement, the other Loan Documents and the transactions contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent , any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each of the other Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger, are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArranger, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each of the other Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Parties Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to the Borrower, any other Loan Parties 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 Administrative Agent, Agent and the Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties and Party or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Arrangers, and the extensions of credit made by the Lenders pursuant to this Agreement, are arm’s-length commercial transactions between the Loan Parties Parent and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) each of the Loan Parties Parent and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Parent and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Parent or any of their respective its Affiliates, or any other Person and Person, (B) neither the Administrative Agent, any Arranger nor any Lender the Arrangers or the Lenders has any obligation to the Loan Parties Parent or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments and (C) neither the Administrative Agent, any Arranger or any Lender undertakes any responsibility to the Parent or any of its Affiliates to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Parent and their respective its Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, the Lenders nor any Lender has their respective Affiliates have any obligation to disclose any of such interests to the Loan Parties and their respective Parent or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Parent and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers and the other Loan Parties acknowledges acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders any Arranger are arm’s-length commercial transactions between the Borrowers, the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lendersany Arranger, on the other hand, (B) each of the Borrowers and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriateappropriate by such Loan Parties, and (C) each of the Borrowers and the other Loan Parties is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders any Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, the other Loan Parties or any of Parties, their respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, Agent nor any Arranger nor any Lender has any obligation to the Borrowers, the other Loan Parties or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders Agent and any Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or their respective Affiliates. To the fullest extent permitted by Lawlaw, the Borrowers and each of the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, Agent and any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and any Agent or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Arranger has advised or is advising the Borrower and its respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their Affiliatesits Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers Agents and the LendersArrangers, on the other hand, (BC) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Agent and the Lenders each Arranger is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agents and the Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Borrower or any of its Affiliates, and neither the Administrative Agent, any Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests and transactions to the Loan Parties and their respective Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agents and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Loan Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length arm’s‑length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender the Lenders has any obligation to the Loan Credit Parties 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 Credit Documents; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender the Lenders has any obligation to disclose any of such interests to the Loan Credit Parties and their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliatesits Subsidiaries, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower, the Parent and the General Partner acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, MLPFS, the Arrangers other Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower, the Parent, the General Partner and their respective Affiliates, on the one hand, and the Administrative Agent, MLPFS, the Arrangers other Arranger and the Lenders, on the other hand, (B) each of the Loan Parties Borrower, the Parent and the General Partner has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower, the Parent and the General Partner is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) the Administrative Agent, the Arrangers MLPFS, each other Arranger and the Lenders each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, the Parent, the General Partner or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, MLPFS, any other Arranger nor any Lender has any obligation to the Loan Parties Borrower, the Parent, the General Partner 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 Administrative Agent, MLPFS, the Arrangers, other Arranger(s) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, the Parent, the General Partner and their respective Affiliates, and neither the Administrative Agent, MLPFS, any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower, the Parent, the General Partner or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower, the Parent and the General Partner hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger MLPFS, the other Arranger(s) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Loan Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers and the Lenders Book Manager are arm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the LendersBook Manager, on the other hand, (B) each of the Loan Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and the Lenders Book Manager each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor any Arranger nor any Lender the Book Manager has any obligation to the Loan Credit Parties 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 Credit Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders Book Manager and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor any Arranger nor any Lender the Book Manager has any obligation to disclose any of such interests to the Loan Credit Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Book Manager with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentDocument executed or delivered in connection herewith), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments executed or delivered in connection herewith; (iib) (Ai) the Administrative Agent, the Arrangers each Lender and the Lenders each arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (Bii) neither the Administrative Agent, any Arranger Agent nor any arranger or Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments executed or delivered in connection herewith; and (iiic) the Administrative Agent, the Arrangers, the arranges and Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor arranger or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest full extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Obligor acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders are arm’s-length commercial transactions between the Loan Parties Pledgors, the Obligors and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the Lenders, on the other hand, (B) Each Pledgor and each of the Loan Parties Obligor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Pledgor and each Obligor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agents and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties any Pledgor or any Obligor or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender has any obligation to the Loan Parties any Pledgor or any Obligor 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 Administrative AgentAgents, the ArrangersLenders, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Pledgors, the Borrower, the other Obligors and their respective Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender has any obligation to disclose any of such interests to any Pledgor, the Loan Parties and Borrower, any other Obligor or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Pledgor and each Obligor hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ ' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger are arm’sarm's-length commercial transactions between the Loan Parties Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, Arranger on the other hand, (B) each of the Loan Parties Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to the Loan Parties Borrower, Holdings 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 Administrative Agent, the Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, Holdings and their respective Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender of the Joint Lead Arrangers has any obligation to disclose any of such interests to the Loan Parties and Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agent and the Joint Lead Arrangers with respect to any breach or alleged breach of agency to the Loan Parties or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties Borrowers 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 Administrative Agent, the ArrangersArranger, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party further acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Loan Parties, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the credit facilities provided hereunder) and without any duty to account therefor to any other Lender, the Arrangers, the Loan Parties or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Loan Parties or any Affiliate thereof for services in connection with this Agreement, the credit facilities provided hereunder or otherwise without having to account for the same to any other Lender, the Arrangers, the Loan Parties or any Affiliate of the foregoing.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each of the other Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger, are arm’s-length commercial transactions between the Borrower , each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArranger, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each of the other Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Parties Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to the Borrower, any other Loan Parties 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 Administrative Agent, Agent and the Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties and Party or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, nor any Arranger nor or any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, nor any Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between among the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Joint Lead Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any the Joint Lead Arranger nor any Lender has any obligation to the any Loan Parties Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the any Loan Parties Party and their respective its Affiliates, and neither the Administrative Agent, any Arranger Joint Lead Arranger, nor any Lender has any obligation to disclose any of such interests to the any Loan Parties and their respective Party or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any Joint Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and MLPFS and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers MLPFS and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers MLPFS and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger MLPFS nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersMLPFS, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger MLPFS nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger MLPFS or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length arm’s‑length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, the Arrangers Lenders and the Lenders each other Arranger is and has been acting solely as a principal with respect to the Borrower or any of its Affiliates and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (Bii) neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, Lenders and the Lenders other Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender and the other Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebythe Transactions or the transactions to be effectuated pursuant to the First Amendment.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent , any Arranger the Arrangers, nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentDocument executed or delivered in connection herewith), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments executed or delivered in connection herewith; (ii) (A) the Administrative Agent, the Arrangers each Lender and the Lenders each arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any arranger or Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments executed or delivered in connection herewith; and (iii) the Administrative Agent, the Arrangers, the arranges and Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor arranger or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest full extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, the Arrangers Lenders and the Lenders each other Arranger is and has been acting solely as a principal with respect to the Borrower or any of its Affiliates and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (Bii) neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, Lenders and the Lenders other Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender and the other Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebythe Transactions.

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and the Arranger, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent , any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arranger, or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Lead Arranger are arm’s-length commercial transactions between the Loan Parties Borrower and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersLead Arranger, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Lender and the Lenders Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any nor the Lead Arranger nor or any Lender has any obligation to the Loan Parties Borrower 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 Administrative Agent, each Lender and the Arrangers, the Lenders Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective Affiliates, and neither the Administrative Agent, any Agent nor the Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any each Lender and the Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, Lenders on the other hand, (B) each of the Loan Parties Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arrangers, and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to the Loan Parties Borrowers 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 Administrative Agent, the Arrangers, and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Law, the Borrowers and each of the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers, or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Loan Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender the Lenders has any obligation to the Loan Credit Parties 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 Credit Documents; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender the Lenders has any obligation to disclose any of such interests to the Loan Credit Parties and their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliatesits Subsidiaries, or any other Person and (Bii) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Parent Guarantors and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties REIT and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) each of the Loan Parties Parent Guarantors and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Parent Guarantors and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agent and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties REIT or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender has the Arrangers have any obligation to the Loan Parties REIT or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties REIT and their respective its Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender has the Arrangers have any obligation to disclose any of such interests to the Loan Parties and their respective REIT or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Parent Guarantors and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers, are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor any Arranger nor any or Lender has any obligation to the any Loan Parties 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 Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor any Arranger nor any or Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Lenders and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers L/C Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers L/C Arranger, and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the L/C Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersL/C Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger L/C Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger L/C Arranger, or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers any Arranger and any book runner and the Lenders are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers any Arranger and any book runner and the Lenders, on the other hand, (B) each of the Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) each of the Loan Parties is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers any Arranger and any book runner and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger and any book runner nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, any Arranger and any book runner and each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger and any book runner nor any Lender has any obligation to disclose any of such interests to the Loan Parties and or their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties hereby waives waive and releases release any claims that it they may have against the Administrative Agent, any Arranger or and any Lender book runner and each of the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders, the Arrangers and the Lenders Amendment Arrangers are arm’s-length commercial transactions between the Loan Parties and their AffiliatesParties, on the one hand, and the Administrative Agent, the Lenders, the Arrangers and the LendersAmendment Arrangers, on the other hand, (B) each of the Loan Parties has have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) each of the Loan Parties is are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Lenders, the Arrangers and the Lenders each Amendment Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor any Lender nor any Arranger nor any Lender Amendment Arranger has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby hereby, except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersLenders, the Lenders Arrangers and the Amendment Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective AffiliatesParties, and neither the Administrative Agent, Agent nor any Lender nor any Arranger nor any Lender Amendment Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective AffiliatesParties. To the fullest extent permitted by Lawlaw, each of the Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Lenders, any Arranger or and any Lender Amendment Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bb) each of the Loan Parties has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iiii)(A) (A) each of the Administrative Agent, the Arrangers Lenders and the Lenders each Arrangers is and has been acting solely as a principal with respect to the Borrowers or any of their respective Affiliates and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any other Lender or Arranger has any obligation to the Loan Parties Borrowers 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 Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to disclose any of such interests to the Loan Parties and Borrowers or their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each of the Loan Parties other Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArranger, on the other hand, (B) each of the Loan Parties Company and the other Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Company and the other Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Company, any other Borrower or any of their respective Affiliates, or any other Person and (B) neither 109 the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to the Loan Parties Company, any other Borrower 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 Administrative Agent, Agent and the Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Company and the other Borrowers and their respective Affiliates, and neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Company, any other Borrower or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Company and the other Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower and each of the other Loan Parties Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, ' understanding that that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Agent and/or Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, on the other hand, (B) each of Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) Borrower and each of the other Loan Parties Party is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Borrower, any other Loan Parties Party, or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, any Arranger nor any Lender Agent and Lenders has any no obligation to disclose any of such interests to the Borrower , any other Loan Parties and Party of any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of Borrower and the other Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, any Arranger or any Agent and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Documentloan document executed or delivered in connection herewith), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documentsloan documents executed or delivered in connection herewith; (ii) (A) the Administrative Agent, the Arrangers each Lender and the Lenders each arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any arranger or Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsloan documents executed or delivered in connection herewith; and (iii) the Administrative Agent, the Arrangers, the arrangers and Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor arranger or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliatesits Subsidiaries, or any other Person and (Bii) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by LawThe Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing in the Loan Parties hereby waives and releases any claims that it may have against 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 the Arrangers or any Lender with respect to Lender, on the one hand, and the Borrower, any breach of its Subsidiaries, or alleged breach of agency their respective stockholders or fiduciary duty in connection with any aspect of any transaction contemplated herebyaffiliates, on the other.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers and the Lenders Joint Bookrunners are arm’s-length commercial transactions between the Loan Parties Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the LendersJoint Bookrunners, on the other hand, (B) each of the Loan Parties Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative AgentAgents, the Arrangers and the Lenders Joint Bookrunners are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative AgentAgents, any Arranger the Arrangers, the Joint Bookrunners nor any Lender has any obligation to the Loan Parties Borrower, Holdings 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 Administrative AgentAgents, the Arrangers, the Joint Bookrunners, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and Borrower, Holdings their respective Affiliates, and neither none of the Administrative AgentAgents, any Arranger the Arrangers, the Joint Bookrunners nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Arrangers, the Joint Bookrunners or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. SOULCYCLE HOLDINGS, LLC, as Borrower By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer SOULCYCLE INTERMEDIATE HOLDINGS LLC, as Holdings By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Manager BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Assistant Vice President BANK OF AMERICA, N.A., as Lender, L/C Issuer and Swing Line Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory CITIBANK N.A., as a Lender By: /s/ Xxxxxx Xx Xxxxxxx Name: Xxxxxx Xx Xxxxxxx Title: Vice President (000) 000-0000 CITY NATIONAL BANK, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Senior Vice President SOULCYCLE HOLDINGS, LLC, as Borrower By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer SOULCYCLE INTERMEDIATE HOLDINGS LLC, as Holdings By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Manager BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Assistant Vice President BANK OF AMERICA, N.A., as Lender, L/C Issuer and Swing Line Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President XXXXXXX SACHS BANK USA, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory CITIBANK N.A., as a Lender By: /s/ Xxxxxx Xx Xxxxxxx Name: Xxxxxx Xx Xxxxxxx Title: Vice President (000) 000-0000 CITY NATIONAL BANK, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Senior Vice President Guaranty. Security Agreement. Copyright Security Agreement, dated as of May 15, 2015, by SoulCycle, LLC, as a pledgor, in favor of Bank of America, N.A., in its capacity as collateral agent pursuant to the Credit Agreement. Trademark Security Agreement, dated as of May 15, 2015, by SoulCycle, LLC, as a pledgor, in favor of Bank of America, N.A., in its capacity as collateral agent pursuant to the Credit Agreement. None. Bank of America, N.A. $ 55,000,000 Xxxxxxx Xxxxx Bank USA $ 55,000,000 Citibank, N.A. $ 35,000,000 City National Bank $ 20,000,000 TOTAL $ 165,000,000 Bank of America, N.A. $ 8,333,333.34 Xxxxxxx Sachs Bank USA $ 8,333,333.33 Citibank, N.A. $ 5,303,030.30 City National Bank $ 3,030,303.03 TOTAL $ 25,000,000 Subsidiaries and Other Equity Investments1 SoulCycle Holdings, LLC SoulCycle Intermediate Holdings LLC2 DE Class B Units 100 10 100 % SoulCycle, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Tribeca, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Bridgehampton, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % Soul Cycle East 83rd Street, LLC SoulCycle Holdings, LLC NY Unit 1 2 100 % SoulCycle Scarsdale LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle 350 Amsterdam, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle East 18th Street, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Pop Up, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Roslyn, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle East Hampton, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % 1 Unless otherwise indicated, each Holder holds 100% of the outstanding stock/interests of each Issuer. 2 On the Closing Date, immediately following the Redemption, Holdings’ interest will represent 97% ownership of the Borrower. Promptly following the Closing Date, the Borrower will be converted from a Delaware limited liability company to a Delaware corporation, SoulCycle Inc., and Holdings will pledge 970,000 Class B common shares of the Borrower. SoulCycle East 63rd Street, LLC SoulCycle Holdings, LLC NY Unit 1 2 100 % SoulCycle West Hollywood, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle Brentwood, LLC SoulCycle Holdings, LLC CA Unit 1 2 100 % SoulCycle Greenwich, LLC SoulCycle Holdings, LLC CT Unit 1 1 100 % SoulCycle Santa Xxxxxx, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle 000 Xxxxxxxxx Xxxxxx, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle 000 Xxxxxxxxx Xxxxxx, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Equipment, LLC SoulCycle Holdings, LLC DE Unit 1 1 100 % SoulCycle 00 Xxxxxx Xxxxxx, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle West 19th Street, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Rye Brook, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Kent Avenue, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle 0000 Xxxxx Xxxxxx, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle Larkspur, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle Xxxxxxx Hills, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle Palo Alto, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle Short Hills, LLC SoulCycle Holdings, LLC NJ Unit 1 1 100 % SoulCycle Woodbury, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Chestnut Hill, LLC SoulCycle Holdings, LLC MA Unit 1 1 100 % SoulCycle Water Mill, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Malibu, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle M Street, LLC SoulCycle Holdings, LLC DC Unit 1 1 100 % SoulCycle Bronxville, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Westport, LLC SoulCycle Holdings, LLC CT Unit 1 1 100 % SoulCycle Pasadena, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle 6200 Hollywood, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle Maiden Lane, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Newport Beach, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle 27th Street, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Bethesda, LLC SoulCycle Holdings, LLC MD Unit 1 1 100 % SoulCycle 0000 Xxxxxxxx, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Xxxxxxx Park, LLC SoulCycle Holdings, LLC FL Unit 1 1 100 % SoulCycle 00 Xxxxx Xxxxxx, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle X. Xxxxx Street, LLC SoulCycle Holdings, LLC IL Unit 1 1 100 % SoulCycle El Segundo, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle X. Xxxxxx LLC SoulCycle Holdings, LLC IL Unit 1 1 100 % SoulCycle Xxxxxx Street, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle Bryant Park, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle 601 Mass Av DC, LLC SoulCycle Holdings, LLC DC Unit 1 1 100 % SoulCycle East 54th Street, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % Soulcycle West Coast Office, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle 000 Xxxxxxxxx Xxxxxx, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Montauk, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle Flatbush BK, LLC SoulCycle Holdings, LLC NY Unit 1 1 100 % SoulCycle 1042 Wisconsin, LLC SoulCycle Holdings, LLC DC Unit 1 1 100 % SoulCycle 1935 14th DC, LLC SoulCycle Holdings, LLC DC Unit 1 1 100 % SoulCycle Xxxxxx City, LLC SoulCycle Holdings, LLC CA Unit 1 1 100 % SoulCycle 2377 Xxxxxxx, LLC SoulCycle Holdings, LLC FL Unit 1 1 100 % SoulCycle Southport, LLC SoulCycle Holdings, LLC IL Unit 1 1 100 % SoulCycle 500 Boylston Back Bay, LLC SoulCycle Holdings, LLC MA Unit 1 1 100 % Insured: SoulCycle Holdings, LLC3 General Liability 06/01/2014 06/01/2015 Each Occurrence $ 1,000,000 Damage to Rented Premises $ 100,000 Med Exp $ 5,000 Personal & Adv Injury $ 1,000,000 General Aggregate $ 3,000,000 Products – Comp/Op AGG $ 3,000,000 Products Liability 06/01/2014 06/01/2015 Limit $ 1,000,000 Aggregate $ 2,000,000 Automobile Liability 06/01/2014 06/01/2015 Combined Single Limit $ 1,000,000 Umbrella Liability 06/01/2014 06/01/2015 Each Occurrence $ 10,000,000 Aggregate $ 10,000,000 Workers Compensation and Employers’ Liability 09/01/2014 09/01/2015 Each Accident $ 1,000,000 Disease – EA Employee $ 1,000,000 Disease – Policy Limit $ 1,000,000 EPLI 06/01/2014 06/01/2015 Empl. Pract Fid. Liability Aggregate $ $ $ 1,000,000 1,000,000 2,000,000 Cyber 06/01/2014 06/01/2015 Aggregate $ 3,000,000 Property 06/01/2014 06/20/2015 Blanket w/Business Interruption $ 25,000,000 3 SoulCycle Holdings, LLC will be converted from a Delaware limited liability company to a Delaware corporation, SoulCycle Inc., shortly after closing. E.Q. Aggregate $ 10,000,000 CA,HI, AK, PR $ 5,000,000 Flood Aggregate $ 10,000,000 Zones (A & V) $ 2,000,000 Flood 07/09/2014 07/09/2015 Building $ 500,000 Contents $ 500,000 07/11/2012 07/11/2015 Contents $ 500,000 01/30/2015 01/30/2016 Contents $ 500,000 SoulCycle Intermediate Holdings LLC SoulCycle, LLC [originally Xxxxxxxxx Xxxxxxxxx Xxxxxx, LLC] SoulCycle Tribeca, LLC SoulCycle Bridgehampton, LLC Soul Cycle East 83rd Street, LLC SoulCycle Scarsdale LLC SoulCycle 350 Amsterdam, LLC [originally SoulCycle West 72nd Street, LLC] SoulCycle East 18th Street, LLC SoulCycle Pop Up, LLC SoulCycle Xxxxxx, LLC SoulCycle East Hampton, LLC SoulCycle East 63rd Street, LLC [originally SoulCycle Xxxx 00xx Xxxxxx, LLC] SoulCycle West Hollywood, LLC [originally SoulCycle Malibu, LLC] SoulCycle Brentwood, LLC SoulCycle Greenwich, LLC SoulCycle Santa Xxxxxx, LLC SoulCycle 000 Xxxxxxxxx Xxxxxx, LLC SoulCycle 000 Xxxxxxxxx Xxxxxx, LLC SoulCycle Equipment, LLC SoulCycle 00 Xxxxxx Xxxxxx, LLC SoulCycle West 19th Street, LLC SoulCycle Rye Brook, LLC SoulCycle Kent Avenue, LLC SoulCycle 0000 Xxxxx Xxxxxx, LLC SoulCycle Larkspur, LLC SoulCycle Xxxxxxx Hills, LLC SoulCycle Palo Alto, LLC SoulCycle Short Hills, LLC SoulCycle Woodbury, LLC SoulCycle Chestnut Hill, LLC SoulCycle Water Mill, LLC SoulCycle Malibu, LLC SoulCycle M Street, LLC SoulCycle Bronxville, LLC SoulCycle Westport, LLC SoulCycle Pasadena, LLC SoulCycle 6200 Hollywood, LLC SoulCycle Maiden Lane, LLC SoulCycle Newport Beach, LLC SoulCycle 27th Street, LLC SoulCycle Bethesda, LLC SoulCycle 2465 Broadway, LLC SoulCycle Xxxxxxx Park, LLC SoulCycle 00 Xxxxx Xxxxxx, LLC SoulCycle X. Xxxxx Street, LLC SoulCycle El Segundo, LLC SoulCycle X. Xxxxxx LLC SoulCycle Xxxxxx Street, LLC SoulCycle Bryant Park, LLC SoulCycle 000 Xxxx Xx XX, LLC f/k/a SoulCycle 33rd Street, NW, LLC SoulCycle East 54th Street, LLC SoulCycle West Coast Office, LLC (f/k/a SoulCycle Calabasas, LLC) SoulCycle 000 Xxxxxxxxx Xxxxxx, LLC SoulCycle Montauk, LLC SoulCycle Flatbush BK, LLC (f/k/a SoulCycle BK Warehouse, LLC prior to 03/04/2015) SoulCycle 1042 Wisconsin, LLC SoulCycle 1935 14th DC, LLC SoulCycle Xxxxxx City, LLC SoulCycle 2377 Xxxxxxx, LLC SoulCycle Southport, LLC SoulCycle 500 Boylston Back Bay, LLC None. SoulCycle Holdings, LLC4 Delaware Secretary of State VAR RESOURCES, INC. Blanket Lien/ Equipment #2013 4141520 4 SoulCycle Holdings, LLC will be converted from a Delaware limited liability company to a Delaware corporation, SoulCycle Inc., shortly after closing. Bond New York County Clerk RLI (Credit Management) $ 143,801.79 Mechanics Lien Soul Cycle Union Square Bond New York County Clerk RLI (Credit Management) $ 72,875.00 Mechanics Lien Soul Cycle Tribeca Bond New York County Clerk Atlantic Specialty Insurance Company (One Beacon) $ 173,500.00 Mechanics Lien Soul Cycle Tribeca Bond Westchester County Clerk Atlantic Specialty Insurance Company (One Beacon) $ 1,331.64 Mechanics Lien Soul Cycle Rye Ridge Bond Westchester County Clerk Atlantic Specialty Insurance Company (One Beacon) $ 29,999.00 Mechanics Lien Soul Cycle Rye Ridge Bond Xxxxxxxxxx County Clerk Atlantic Specialty Insurance Company (One Beacon) $ 24,200.00 Performance & Payment Bond Soul Cycle Bethesda Bond Xxxxxxxxxx County Clerk Atlantic Specialty Insurance Company (One Beacon) $ 3,100.00 Performance Bond Soul Cycle Bethesda $ 22,779.52 $ 22,779.52 JUN 28, 2012 JUL 12, 2015 VORNADO 000 XXXXXXXX, LLC JUL 01, 2023 $ 51,250.00 $ 51,250.00 JUL 26, 2012 JUL 10, 2015 000 XXXXXXXXX XXXXXX ASSOCIATES LLC JAN 31, 2020 $ 51,500.01 $ 51,500.01 JAN 24, 2013 JAN 22, 2016 WEST GRAMERCY ASSOCIATES, LLC APR 01, 2021 $ 14,608.33 $ 14,608.33 JAN 02, 2014 DEC 13, 2015 VORNADO 000 XXXXXXXX, LLC JUL 01, 2023

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose 100 any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party further acknowledges and agrees that each Lender, the Arranger and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Loan Parties, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the credit facilities provided hereunder) and without any duty to account therefor to any other Lender, the Arranger, the Loan Parties or any Affiliate of the foregoing. Each Lender, the Arranger and any Affiliate thereof may accept fees and other consideration from the Loan Parties or any Affiliate thereof for services in connection with this Agreement, the credit facilities provided hereunder or otherwise without having to account for the same to any other Lender, the Arranger, the Loan Parties or any Affiliate of the foregoing.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby this Agreement and the other Loan Documents (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Joint Lead Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Joint Lead Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Joint Lead Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger Joint Lead Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To The Borrower agrees that it will not assert any claim against the fullest extent permitted Agent, the Joint Lead Arrangers or the Lenders based on an alleged breach of fiduciary duty by Lawsuch Person in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby. The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each of the Loan Parties hereby waives Agent, the Joint Lead Arrangers and releases the Lenders (each, a “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 claims that it 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 against the Administrative Agent, any Arranger commercial or any Lender with other relationships. With respect to any breach securities and/or financial instruments so held by any Credit Party or alleged breach any of agency 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 fiduciary duty 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 aspect of such information to other companies. The Borrower also acknowledges that no Credit Party has any transaction obligation to use in connection with the transactions contemplated herebyby the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Arranger, nor any Lender has any obligation to the Loan Parties 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 Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Lead Arrangers nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties Borrower and their respective its Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 13570110v5

No Advisory or Fiduciary Responsibility. The Administrative Agent, the Collateral Agent, the Swingline Lender, the Issuing Banks, the Lenders and their respective Affiliates (collectively, solely for purposes of this Section 10.16, the “Lenders”) may have economic interests that conflict with those of the Loan Parties, their equityholders and/or their Affiliates. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a) (i) no fiduciary, advisory or agency relationship between such Loan Party and any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether such Lender has advised or is advising any Loan Party on other matters; (Aii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their AffiliatesParties, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, ; (Biii) each of the Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, ; and (Civ) each of the Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (iib) (Ai) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties or any of their respective Affiliates, Party or any other Person and Person; (Bii) neither none of the Administrative Agent, any Arranger nor any Lender Lenders has any obligation to the any Loan Parties or any of their respective Affiliates Party with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective AffiliatesParties, and neither the Administrative Agent, any Arranger nor any no Lender has any obligation to disclose any of such interests to the Loan Parties and their respective AffiliatesParties. To the fullest extent permitted by Law, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.