Common use of No Fiduciary Duty, etc Clause in Contracts

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The (a) Each Borrower acknowledges and agreesagrees that (i) no fiduciary, advisory or agency relationship between any Borrower and the Lender Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Lender Parties have advised or are advising any Borrower on other matters, and acknowledges each Borrower waives, to the fullest extent permitted by law, any claims it may have against the Lender Parties for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement, and agrees that the Lender Parties will have no liability (whether direct or indirect) to any Borrower in respect of such a fiduciary duty claim in respect of any of the transactions contemplated by this Agreement, (ii) the Lender Parties, on the one hand, and each Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor does any Borrower rely on, any fiduciary duty to any Borrower or its subsidiaries’ affiliates on the part of the Lender Parties, (iii) each Borrower is capable of evaluating and understanding, and it understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (iv) each Borrower has been advised that the Lender Parties are engaged in a broad range of transactions that may involve interests that differ from any Borrower’s interests and that the Lender Parties have no Credit obligation to disclose such interests and transactions to any Borrower, (v) each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (vi) each Lender Party has been, is, and will have be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any obligations Borrower, any of its affiliates or any other Person or entity and (vii) none of the Lender Parties has any obligation to any Borrower or its affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and in the other Loan Documents delivered by such Lender Party and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the such Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companiesaffiliate.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Secured Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Secured Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Secured Party based on an alleged breach of fiduciary duty by such Credit Secured Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Secured Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Loan Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, Secured Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Secured 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 you and other companies with which the Borrower you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Secured Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Secured Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower you may have conflicting interests regarding the transactions described herein and otherwise. No Credit Secured Party will use confidential information obtained from the Borrower you by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower you in connection with the performance by such Credit Secured Party of services for other companies, and no Credit Secured Party will furnish any such information to other companies. The Borrower You also acknowledges acknowledge that no Credit Secured Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borroweryou, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges its subsidiariesacknowledge their Subsidiaries’ understanding, that no Credit Party Agent or Lender will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party Agent and Lender is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Borrowers or any other personPerson. The Borrower agrees Borrowers agree that it will not assert any claim against any Credit Party Agent or Lender based on an alleged breach of fiduciary duty by such Credit Party Agent or Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges Borrowers acknowledge and agrees agree that no Credit Party Agent or Lender is advising the Borrower Borrowers as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties no Agent or Lender shall have no any responsibility or liability to the Borrower Borrowers with respect thereto. The Borrower Borrowers further acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their subsidiaries’ understanding, that each Credit Party, together with its affiliates, Agent and Lender is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party Agent or Lender 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 you and other companies with which the Borrower you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party Agent or Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges its subsidiariesacknowledge their Subsidiaries’ understanding, that each Credit Party Agent and its affiliates Lender and their Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower you may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party Agent or Lender will use confidential information obtained from the Borrower you by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower you in connection with the performance by such Credit Party Agent or Lender of services for other companies, and no Credit Party Agent or Lender will furnish any such information to other companies. The Borrower You also acknowledges acknowledge that no Credit Party Agent or Lender has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borroweryou, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. (a) The Borrower acknowledges and agreesagrees that (i) no fiduciary, advisory or agency relationship between the Borrower and the Lender Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Lender Parties have advised or are advising the Borrower on other matters, and acknowledges the Borrower waives, to the fullest extent permitted by law, any claims it may have against the Lender Parties for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement, and agrees that the Lender Parties will have no liability (whether direct or indirect) to the Borrower in respect of such a fiduciary duty claim in respect of any of the transactions contemplated by this Agreement, (ii) the Lender Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty to the Borrower or its subsidiaries’ affiliates on the part of the Lender Parties, (iii) the Borrower is capable of evaluating and understanding, and it understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, (iv) the Borrower has been advised that the Lender Parties are engaged in a broad range of transactions that may involve interests that differ from the Borrower’s interests and that the Lender Parties have no Credit obligation to disclose such interests and transactions to the Borrower, (v) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (vi) each Lender Party has been, is, and will have be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any obligations of its affiliates or any other Person or entity and (vii) none of the Lender Parties has any obligation to the Borrower or its affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and in the other Loan Documents delivered by such Lender Party and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companiesaffiliate.

No Fiduciary Duty, etc. The Each of the Parent and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Each of the Parent and the Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each of the Parent and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Holdings and the Borrower acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their subsidiaries’ understanding, that no Credit Party Agent or Lender will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party Agent and Lender is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Loan Parties with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Loan Parties or any other person. The Borrower Each Loan Party agrees that it will not assert any claim against any Credit Party Agent or Lender based on an alleged breach of fiduciary duty by such Credit Party Agent or Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, Holdings and the Borrower acknowledges acknowledge and agrees agree that no Credit Party Agent or Lender is advising the Borrower any Loan Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each of Holdings, the Borrower and the other Loan Parties shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties no Agent or Lender shall have no any responsibility or liability to the Borrower any Loan Party with respect thereto. The Holdings and the Borrower further acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their subsidiaries’ understanding, that each Credit Party, together with its affiliates, Agent and Lender is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party Agent or Lender 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, Holdings or the Borrower and other companies with which Holdings or the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party Agent or Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, Holdings and the Borrower acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their subsidiaries’ understanding, that each Credit Party Agent and Lender and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which Holdings, the Borrower or their subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party Agent or Lender will use confidential information obtained from the Borrower any Loan Party by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower any Loan Party in connection with the performance by such Credit Party Agent or Lender of services for other companies, and no Credit Party Agent or Lender will furnish any such information to other companies. The Holdings and the Borrower also acknowledges acknowledge, and acknowledge their subsidiaries’ understanding, that no Credit Party Agent or Lender has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrowerany Loan Party, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each of the Borrower and the MLP acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower and the MLP with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or the MLP or any other personPerson. The Each of the Borrower and the MLP agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of the Borrower and the MLP acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each of the Borrower and the MLP shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower or the MLP with respect thereto. The Each of the Borrower and the MLP further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrower, the MLP and their Affiliates and other companies with which the Borrower Borrower, the MLP and their Affiliates may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each of the Borrower and the MLP acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrower, the MLP or their Affiliates may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower Borrower, the MLP or their Affiliates by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrower, the MLP or their Affiliates in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each of the Borrower and the MLP also acknowledges acknowledge that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, the MLP and their Affiliates, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party none of the Agent, any Joint Lead Arranger, any Co-Documentation Agent, any Issuing Bank or any Lender will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party of the Agent, each Joint Lead Arranger, each Co-Documentation Agent, each Issuing Bank and each Lender is acting solely in the capacity of an arm’s length contractual counterparty to the such Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the such Borrower or any other personperson (including, without limitation, each other Loan Party). The Each Borrower agrees that it will not assert any claim against the Agent, any Credit Party Joint Lead Arranger, any Co-Documentation Agent, any Issuing Bank or any Lender based on an alleged breach of fiduciary duty by such Credit Party Agent, Joint Lead Arranger, Co-Documentation Agent, Issuing Bank or Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party none of the Agent, any Joint Lead Arranger, any Co-Documentation Agent any Issuing Bank or any Lender is advising the such Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and none of the Credit Parties Agent, any Joint Lead Arranger, any Co-Documentation Agent, any Issuing Bank or any Lender shall have no any responsibility or liability to the such Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Partyof the Agent, together with its affiliateseach Joint Lead Arranger, is a each Co-Documentation Agent and each Issuing Bank is, and certain of the Lenders are, full service securities or banking firm firms engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party of the Agent, any Joint Lead Arranger, any Co-Documentation Agent, any Issuing Bank or any Lender 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 you and other companies with which the Borrower you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party of the Agent, any Joint Lead Arranger, any Co-Documentation Agent, any Issuing Bank or any Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party the Agent, any Joint Lead Arranger, any Co-Documentation Agent, any Issuing Bank or any Lender and its any of their respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower you may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party None of the Agent, any Joint Lead Arranger, any Co-Documentation Agent, any Issuing Bank or any Lender will use confidential information obtained from the Borrower you by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower you in connection with the performance by such Credit Party Person of services for other companies, and no Credit Party none of the Agent, any Joint Lead Arranger, any Co-Documentation Agent, any Issuing Bank or any Lender will furnish any such information to other companies. The Borrower You also acknowledges acknowledge that no Credit Party none of the Agent, any Joint Lead Arranger, any Co-Documentation Agent, any Issuing Bank or any Lender has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borroweryou, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Secured Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Secured Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Secured Party based on an alleged breach of fiduciary duty by such Credit Secured Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Secured Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Secured Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Secured Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Secured Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Secured Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Secured Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Secured 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 Secured Party of services for other companies, and no Credit Secured Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Secured Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party Lender will not have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party Lender is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party the Lender based on an alleged breach of fiduciary duty by such Credit Party the Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party the Lender is not advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties Lender shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Partythe Lender, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party the Lender 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 any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party the Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party the Lender and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower you may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party The Lender will not use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party the Lender of services for other companies, and no Credit Party the Lender will not furnish any such information to other companies. The Each Borrower also acknowledges that the Lender has no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each of the Guarantor and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Guarantor, the Borrower or any other person. The Each of the Guarantor and the Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of the Guarantor and the Borrower acknowledges and agrees that no Credit Party is advising the Guarantor or the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each of the Guarantor and the Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Guarantor or the Borrower with respect thereto. The Each of the Guarantor and the Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Guarantor or Borrower and other companies with which the Borrower it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each of the Guarantor and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Guarantor or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower or Guarantor by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each of the Guarantor and the Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrower or the Guarantor, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party none of the Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party of the Agent, each Joint Lead Arranger, each Co-Manager, the Documentation Agent, the Syndication Agent and each Lender is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other personperson (including, without limitation, each other Loan Party). The Borrower agrees that it will not assert any claim against the Agent, any Credit Party Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender based on an alleged breach of fiduciary duty by such Credit Party Agent, Joint Lead Arranger, Co-Manager, the Documentation Agent, the Syndication Agent or Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party none of the Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and none of the Credit Parties Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender shall have no any responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Partyof the Agent, together with its affiliateseach Joint Lead Arranger, is a each Co-Manager, the Documentation Agent and the Syndication Agent is, and certain of the Lenders are, full service securities or banking firm firms engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party of the Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender 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 you and other companies with which the Borrower you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party of the Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party of the Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender and its any of their respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party None of the Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender 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 Person of services for other companies, and no Credit Party none of the Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party none of the Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each Credit Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and herein, in the other Loan Documents Credit Documents, in the Preferred Units Documents, in the other Definitive Recapitalization Documents, and otherwise in connection with the Specified Transactions, and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower each Credit Party with respect to the Loan Credit Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower any Credit Party or any other person. The Borrower Each Credit Party agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. For the avoidance of doubt, each reference to a Lender Party in the preceding two sentences refers to the Administrative Agent and the Lenders acting solely in their capacities as such under the Credit Documents and not in any other capacity. Additionally, the Borrower each Credit Party acknowledges and agrees that no Credit Lender Party is advising the Borrower such Credit Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each Credit Party shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower Credit Parties with respect thereto. The Borrower Each Credit Party further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender 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 Credit Parties and other companies with which the Borrower Credit Parties may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower each Credit Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Credit Parties may have conflicting interests regarding the transactions described herein and otherwiseinterests. No Credit Lender Party will use confidential information obtained from the Borrower Credit Parties by virtue of the transactions contemplated by the Loan Credit Documents or its other relationships with the Borrower Credit Parties in connection with the performance by such Credit Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies, except as expressly permitted by Section 10.18. The Borrower Each Credit Party also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Credit Documents, or to furnish to the BorrowerCredit Parties, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other personPerson. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory regulatory, or any other matters in any jurisdiction. The Each Borrower shall will consult with its own advisors concerning such matters and shall will be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall will have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold hold, or sell, for its own accounts and the accounts of customers, equity, debt debt, and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital capital, or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions 148 contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each Credit Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will shall have any obligations except those obligations expressly set forth herein and in the other Loan Credit Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower each Credit Party with respect to the Loan Credit Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower any Credit Party or any other person. The Borrower Each Credit Party agrees that it will shall not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower each Credit Party acknowledges and agrees that no Credit Lender Party is advising the Borrower such Credit Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each Credit Party shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower Credit Parties with respect thereto. The Borrower Each Credit Party further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender 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 Credit Parties and other companies with which the Borrower Credit Parties may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will shall be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower each Credit Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Credit Parties may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender Party will shall use confidential information obtained from the Borrower Credit Parties by virtue of the transactions contemplated by the Loan Credit Documents or its other relationships with the Borrower Credit Parties in connection with the performance by such Credit Lender Party of services for other companies, and no Credit Lender Party will shall furnish any such information to other companies, except as expressly permitted by Section 10.18. The Borrower Each Credit Party also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Credit Documents, or to furnish to the BorrowerCredit Parties, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The 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 acknowledges and agrees, and acknowledges its subsidiariesAffiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and any Agent, any Issuing Bank, any Swingline Lender or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any Agent, any Issuing Bank, any Swingline Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agents, the Issuing Banks, the Swingline Lenders and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agents, the Issuing Banks, the Swingline Lenders and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that no Credit Party it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Agents, the Issuing Banks, the Swingline Lenders 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 have not be acting as an advisor, agent or fiduciary for the Borrower or any obligations of its Affiliates, or any other Person; (ii) none of the Agents, the Issuing Banks, the Swingline Lenders and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents Documents; and each Credit Party is acting solely in (iii) the capacity of an arm’s length contractual counterparty to Agents, the Borrower with respect to Issuing Banks, the Loan Documents Swingline Lenders and the transaction contemplated therein Lenders and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall their respective Affiliates may be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sellengaged, for its their own accounts and or the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, in a broad range of transactions that involve interests that differ from those of the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customersAffiliates, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder none of the rights, in its sole discretion. In additionAgents, the Borrower acknowledges Issuing Banks, the Swingline Lenders and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party Lenders has any obligation to use disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Agents, the Issuing Banks, the Swingline Lenders and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with the transactions any aspect of any transaction contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companieshereby.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrower or any of its Subsidiaries, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Lender Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender 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 Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations under the Loan Documents except those obligations expressly set forth herein and in the other Loan Documents and in connection with the transactions contemplated by the Loan Documents each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters to the extent it deems appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each of the Borrowers acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Specified Party will have any obligations except those obligations expressly set forth herein and in the other Loan Credit Documents and each Credit Specified Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Credit Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, any of the Borrower Borrowers or any other person. The Borrower Each of the Borrowers agrees that it will not assert any claim against any Credit Specified Party based on an alleged breach of fiduciary duty by such Credit Specified Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of the Borrower Borrowers acknowledges and agrees that no Credit Specified Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Specified Parties shall have no responsibility or liability to the Borrower Borrowers with respect thereto. The Each of the Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliates, Specified Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Specified 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 its Subsidiaries and other companies with which the Borrower or its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Specified Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each of the Borrower Borrowers acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Specified Party and its affiliates Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Specified Party will use confidential information obtained from the Borrower or any of its Subsidiaries by virtue of the transactions contemplated by the Loan Credit Documents or its other relationships with the Borrower you in connection with the performance by such Credit Specified Party of services for other companies, and no Credit Specified Party will furnish any such information to other companies. The Borrower Each of the Borrowers also acknowledges, and acknowledges its Subsidiaries understanding, that no Credit Specified Party has any obligation to use in connection with the transactions contemplated by the Loan Credit Documents, or to furnish to the BorrowerBorrower or any of its Subsidiaries, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each Credit Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Credit Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower each Credit Party with respect to the Loan Credit Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower any Credit Party or any other person. The Borrower Each Credit Party agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower each Credit Party acknowledges and agrees that no Credit Lender Party is advising the Borrower such Credit Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each Credit Party shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower Credit Parties with respect thereto. The Borrower Each Credit Party further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender 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 Credit Parties and other companies with which the Borrower Credit Parties may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower each Credit Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Credit Parties may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender Party will use confidential information obtained from the Borrower Credit Parties by virtue of the transactions contemplated by the Loan Credit Documents or its other relationships with the Borrower Credit Parties in connection with the performance by such Credit Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies, except as expressly permitted by Section 10.18. The Borrower Each Credit Party also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Credit Documents, or to furnish to the BorrowerCredit Parties, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the such Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the such Borrower or any other personPerson. The Each Borrower agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Lender Party is advising the such Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower Borrowers with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliates, Lender Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender 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 Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers and/or their Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender Party will use confidential information obtained from the Borrower Borrowers by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrowers, confidential information obtained from other companies.. 11.19

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other personPerson. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory regulatory, or any other matters in any jurisdiction. The Each Borrower shall will consult with its own advisors concerning such matters and shall will be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall will have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold hold, or sell, for its own accounts and the accounts of customers, equity, debt debt, and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates Affiliates may be providing debt financing, equity capital capital, or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The (a) Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that (i) no fiduciary, advisory or agency relationship between the Borrowers and the Subsidiaries, on the one hand, and the Credit Party Parties and the Sustainability Structuring Agent and their Affiliates, on the other hand, is intended to be or has been created in respect of the transactions contemplated hereby or by this Agreement or the other Loan Documents and (ii) none of the Credit Parties or the Sustainability Structuring Agent will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party and the Sustainability Structuring Agent is acting solely in the capacity of an arm’s length contractual counterparty to the such Borrower with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the such Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party or the Sustainability Structuring Agent based on an alleged breach of fiduciary duty by such Credit Party or the Sustainability Structuring Agent in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party or the Sustainability Structuring Agent is advising any Borrower or any of the Borrower Subsidiaries as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower and the Subsidiaries shall consult with its 128 CREDIT AGREEMENT own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the none of Credit Parties or the Sustainability Structuring Agent shall have no any responsibility or liability to the any Borrower or any Subsidiary with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers and their respective Restricted Subsidiaries with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatestheir respective Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates Party, together with their respective Affiliates, may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower Borrowers by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrowers, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each Loan Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower each Loan Party with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower any Loan Party or any other person. The Borrower Each Loan Party agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower each Loan Party acknowledges and agrees that no Credit Party is advising the Borrower such Loan Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each Loan Party shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower Loan Parties with respect thereto. The Borrower 133 133 Each Loan Party further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower each Loan Party and other companies with which the Borrower Loan Parties may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower each Loan Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Loan Parties may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower any Loan Party or a Subsidiary by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Loan Parties in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower Each Loan Party also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrowerBorrowers, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including 132 financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each of the Guarantor and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Guarantor, the Borrower or any other person. The Each of the Guarantor and the Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of the Guarantor and the Borrower acknowledges and agrees that no Credit Party is advising the Guarantor or the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each of the Guarantor and the Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Guarantor or the Borrower with respect thereto. The Each of the Guarantor and the Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Guarantor or the Borrower and other companies with which the Borrower it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each of the Guarantor and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Guarantor or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower or the Guarantor by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each of the Borrower and the Guarantor also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrower or the Guarantor, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. 145 The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrower or any of its Subsidiaries, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Lender Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Lender Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender 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 Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each Loan Party acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Loan Parties with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower any Loan Party or any other person. The Borrower Each Loan Party agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower each Loan Party acknowledges and agrees that no Credit Party is advising the Borrower any Loan Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each Loan Party shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower any Loan Party with respect thereto. The Borrower Each Loan Party further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Loan Parties and other companies with which the Borrower Loan Parties may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower each Loan Party acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Loan Parties may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower any Loan Party by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Loan Parties in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower Each Loan Party also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrowerany Loan Party, confidential information obtained from other companies. SECTION 9.21.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions 129 contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrower or any of its Subsidiaries, confidential information obtained from other companies.

No Fiduciary Duty, etc. (a) The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.. SECTION 9.19

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliates, Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion, unless such other discretion is specified in this Agreement. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial Exhibit 10.2 instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The (a) Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party the Lender will not have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party the Lender is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Borrowers or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party the Lender based on an alleged breach of fiduciary duty by such Credit Party the Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party the Lender is not advising the Borrower Borrowers as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties Lender shall have no responsibility or liability to the any Borrower with respect thereto. The (b) Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Partythe Lender, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party the Lender 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 Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party the Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. (c) In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party the Lender and its affiliates Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party The Lender will not use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Party the Lender of services for other companies, and no Credit Party the Lender will not furnish any such information to other companies. The Each Borrower also acknowledges that the Lender has no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.. SECTION 8.19

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Lender Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower with respect thereto. 130 017670-0129-Active.26122382.14 The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender 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 Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower Xxxxxxxx agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Lender Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender 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 Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. (a) The Borrower Each Loan Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Loan Parties with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower any Loan Party or any other person. The Borrower Each Loan Party agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated herebyhereby by the Loan Documents . Additionally, the Borrower each Loan Party acknowledges and agrees that no Credit Party is advising the Borrower Loan Parties as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each Loan Party shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in by the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower any Loan Party with respect thereto. (b) The Borrower Each Loan Party further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower any Loan Party or its Affiliates and other companies with which the Borrower it any Loan Party may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. (c) In addition, the Borrower each Loan Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower a Loan Party or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower Each Loan Party also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrower any Loan Party , confidential information obtained from other companies.. SECTION 9.21 Prepayment of Loans under the Existing Credit Agreement . Each of the signatories hereto that is also a party to the Existing Credit Agreement hereby agrees that any and all required notice periods under the Existing Credit Agreement in connection with the prepayment (if any) on the Effective Date of any “Loans” under the Existing Credit Agreement are hereby waived and of no force and effect. 141

No Fiduciary Duty, etc. (a) The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.of

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and 125 financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Secured Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Secured Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Secured Party based on an alleged breach of fiduciary duty by such Credit Secured Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Secured Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Loan Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, Secured Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Secured 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 you and other companies with which the Borrower you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Secured Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. 110 In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Secured Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower you may have conflicting interests regarding the transactions described herein and otherwise. No Credit Secured Party will use confidential information obtained from the Borrower you by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower you in connection with the performance by such Credit Secured Party of services for other companies, and no Credit Secured Party will furnish any such information to other companies. The Borrower You also acknowledges acknowledge that no Credit Secured Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borroweryou, confidential information obtained from other companies.

No Fiduciary Duty, etc. (a) Each of the Administrative Agent, the Syndication Agent, the Documentation Agents, each Lender and their Affiliates (collectively, solely for purposes of this Section 10.17, the “Lenders”), may have economic interests that conflict with those of the Borrower. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other similar duty between the Lenders and the Borrower, its stockholders or its Affiliates. The Borrower acknowledges and agreesagrees that (i) the transactions contemplated by the Loan Documents are arm’s-length commercial transactions between the Lenders, on the one hand, and acknowledges its subsidiaries’ understandingthe Borrower, that no Credit Party will have any obligations except those obligations expressly set forth herein on the other, (ii) in connection therewith and in with the other Loan Documents and process leading to such transaction each Credit Party of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary responsibility in the capacity favor of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and transactions contemplated hereby or the transaction contemplated therein and not as a financial advisor process leading thereto (irrespective of whether any Lender or a fiduciary to, any of its Affiliates has advised or an agent of, is currently advising the Borrower on other matters) or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, obligation to the Borrower acknowledges and agrees that except the obligations expressly set forth in the Loan Documents, (iv) no Credit Party is advising Lender has advised the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdictionjurisdiction and (v) the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate. The Borrower shall consult with its own advisors concerning such matters further acknowledges and shall be agrees that it is responsible for making its own independent investigation and appraisal of the judgment with respect to such transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect process leading thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, agrees that each Credit Party, together with its affiliates, is a full service securities it will not claim that any Lender has rendered advisory services of any nature or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documentsrespect, or to furnish owes a fiduciary or similar duty to the Borrower, confidential information obtained from other companiesin connection with such transaction or the process leading thereto.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrowers and other companies with which the Borrower Borrowers may have commercial or 128 other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the any Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the such Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such 120 matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the such Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower any Borrower, its Subsidiaries and other companies with which the any Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the any Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the any Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrowerany Borrower or any of its Subsidiaries, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against 126 any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges acknowledge its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Borrowers or any other person. The Borrower agrees Borrowers agree that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges Borrowers acknowledge and agrees agree that no Credit Party is advising the Borrower Borrowers as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower Borrowers with respect thereto. 105 The Borrower Borrowers further acknowledges acknowledge and agreesagree, and acknowledges acknowledge its subsidiaries’ understanding, that each Credit Party, together with its affiliates, Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower you and other companies with which the Borrower you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges acknowledge its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower you may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower you by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower you in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower You also acknowledges acknowledge that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borroweryou, confidential information obtained from other companies.

No Fiduciary Duty, etc. The (a) Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The (b) Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. (c) In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies. SECTION 9.23.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not 100 as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each Loan Party acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Loan Parties with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower any Loan Party or any other person. The Borrower Each Loan Party agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower each Loan Party acknowledges and agrees that no Credit Party is advising the Borrower any Loan Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each Loan Party shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower any Loan Party with respect thereto. The Borrower Each Loan Party further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Loan Parties and other companies with which the Borrower Loan Parties may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower each Loan Party acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Loan Parties may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower any Loan Party by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Loan Parties in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower Each Loan Party also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrowerany Loan Party, confidential information obtained from other companies.

No Fiduciary Duty, etc. The (a) Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The (b) Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. (c) In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies. SECTION 9.19.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other personPerson. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each of the Co-Borrowers acknowledges and agrees, and acknowledges its subsidiariesrespective Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Co-Borrowers with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the a Co-Borrower or any other person. The Borrower Each of the Co- FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 92 3ACTIVE 221393034 Xxxxxxxxx agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of the Borrower Co-Borrowers acknowledges and agrees that no Credit Party is advising the a Co-Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each of the Co-Borrowers shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the such a Co-Borrower with respect thereto. The Borrower Each of the Co-Borrowers further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Co-Borrowers and other companies with which the Borrower it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each of the Borrower Co-Borrowers acknowledges and agrees, and acknowledges its subsidiariesrespective Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Co-Borrowers or their Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower Carlisle by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Carlisle in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower Xxxxxxxx also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerCarlisle, confidential information obtained from other companies.

No Fiduciary Duty, etc. The (a) Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party the Lender will not have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party the Lender is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Borrowers or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party the Lender based on an alleged breach of fiduciary duty by such Credit Party the Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party the Lender is not advising the Borrower Borrowers as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties Lender shall have no responsibility or liability to the any Borrower with respect thereto. The (b) Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Partythe Lender, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party the Lender 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 Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.83

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will 104 be exercised by the holder of the rights, in its sole discretion, unless such other discretion is specified in this Agreement. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each Loan Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower such Loan Party with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower such Loan Party or any other person. The Borrower Each Loan Party agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower each Loan Party acknowledges and agrees that no Credit Party is advising the Borrower such Loan Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each Loan Party shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower any Loan Party with respect thereto. The Borrower Each Loan Party further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliates, Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower such Loan Party, its Subsidiaries and other companies with which the Borrower such Loan Party or any of its Subsidiaries may 112 have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower each Loan Party acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower such Loan Party or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower Loan Party by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Loan Party in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower Each Loan Party also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrowersuch Loan Party or any of its Subsidiaries, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ Subsidiaries' understanding, that no Credit Party will have any obligations in connection with the Loan Documents except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s 's length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Borrower, any Subsidiary or any other personPerson in connection with the Transactions. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such ​ matters to the extent it deems appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect theretoto such matters. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ Subsidiaries' understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. ​ In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ Subsidiaries' understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.. ​

No Fiduciary Duty, etc. The Borrower Issuer acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party Holder will have any obligations except those obligations expressly set forth herein and in the other Loan Note Documents and each Credit Party Holder is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Issuer with respect to the Loan Note Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Issuer or any other person. The Borrower Issuer agrees that it will not assert any claim against any Credit Party Holder based on an alleged breach of fiduciary duty by such Credit Party Holder in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower Issuer acknowledges and agrees that no Credit Party Holder is advising the Borrower Issuer as to any legal, taxTax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties Holders shall have no responsibility or liability to the Borrower Issuer with respect thereto. The Borrower Issuer further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit PartyHolder, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party Holder 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 Issuer and other companies with which the Borrower Issuer may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party Holder or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower Issuer acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party Holder and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Issuer may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party Holder will use confidential information obtained from the Borrower Issuer by virtue of the transactions contemplated by the Loan Note Documents or its other relationships with the Borrower Issuer in connection with the performance by such Credit Party Holder of services for other companies, and no Credit Party Holder will furnish any such information to other companies. The Borrower Issuer also acknowledges that no Credit Party Holder has any obligation to use in connection with the transactions contemplated by the Loan Note Documents, or to furnish to the BorrowerIssuer, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each Issuer acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Notes Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Issuers with respect to the Loan Notes Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower any Issuer or any other person. The Borrower Each Issuer agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower each Issuer acknowledges and agrees that no Credit Party is advising the Borrower any Issuer as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Issuers shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower any Issuer with respect thereto. The Borrower Each Issuer further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Issuers and other companies with which the Borrower Issuers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower each Issuer acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Issuers may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower any Issuer by virtue of the transactions contemplated by the Loan Notes Documents or its other relationships with the Borrower Issuers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower Each Issuer also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Notes Documents, or to furnish to the Borrowerany Issuer, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ Subsidiaries' understanding, that no Credit Party will have any obligations in connection with the Loan Documents except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s 's length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Borrower, any Subsidiary or any other personPerson in connection with the Transactions. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters to the extent it deems appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect theretoto such matters. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ Subsidiaries' understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ Subsidiaries' understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations hereunder except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. 118 In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.other

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

No Fiduciary Duty, etc. The (a) Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the such Borrower with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the such Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the such Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the such Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, is a full service securities or banking firm engaged and may engage in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the such Borrower and other companies with which the such Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the such Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Such Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the such Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, ,and acknowledges its subsidiaries’ understanding, that no Credit Party none of the Agent, any Joint Lead Arranger, anyCo-Manager, the Documentation Agent, the Syndication Agent or any Lender will have any obligations except obligationsexcept those obligations expressly set forth herein and in the other Loan Documents and each Credit Party of theAgent, each Joint Lead Arranger, each Co-Manager, the Documentation Agent, the Syndication Agentand each Lender is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower theBorrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial afinancial advisor or a fiduciary to, or an agent of, the Borrower or any other personperson (including, withoutlimitation, each other Loan Party). The Borrower agrees that it will not assert any claim against theAgent, any Credit Party Joint Lead Arranger, any Co-Manager, the Documentation Agent, the Syndication Agent xxxxx Xxxxxx based on an alleged breach of fiduciary duty by such Credit Party Agent, Joint Lead Arranger, Co-Manager, the Documentation Agent, the Syndication Agent or Lender in connection with this Agreement and Agreementand the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party thatnone of the Agent, any Joint Lead Arranger, any Co-Manager, the Documentation Agent, theSyndication Agent or any Lender is advising the Borrower as to any legal, tax, investment, accounting, ,regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning advisorsconcerning such matters and shall be responsible for making its own independent investigation and appraisal andappraisal of the transactions contemplated hereby, and none of the Credit Parties Agent, any Joint Lead Arranger, anyCo-Manager, the Documentation Agent, the Syndication Agent or any Lender shall have no responsibility anyresponsibility or liability to the Borrower with respect thereto. .The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understandingsubsidiaries’understanding, that each Credit Partyof the Agent, together with its affiliateseach Joint Lead Arranger, is a each Co-Manager, the DocumentationAgent and the Syndication Agent is, and certain of the Lenders are, full service securities or banking firm bankingfirms engaged in securities trading and brokerage activities as well as providing investment banking and other andother financial services. In the ordinary course of business, any Credit Party of the Agent, any Joint Lead Arranger,any Co-Manager, the Documentation Agent, the Syndication Agent or any Lender may provide investment provideinvestment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the andthe accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.bank-128-

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.. 121

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Credit Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Credit Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other personBorrower. The Borrower agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Lender Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall may consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Credit Documents, and the Credit Lender Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender 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 it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein contemplated hereby and otherwise. No Credit Each Lender Party will agrees that it shall not use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Credit Documents or its other relationships with the Borrower in connection with the performance by such Credit Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Credit Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower 150 860627.02-LACSR02A - MSW may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each of Parent and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to Parent and the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, Parent or the Borrower or any other person. The Each of Parent and the Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of Parent and the Borrower acknowledges and agrees that no Credit Party is advising Parent or the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each of Parent and the Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to Parent or the Borrower with respect thereto. The Each of Parent and the Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, Parent, the Borrower and other companies with which Parent and the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each of Parent and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which Parent or the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from Parent or the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with Parent or the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each of Parent and the Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to Parent or the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariessubsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other personPerson. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherebyherein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariessubsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesaffiliatesAffiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariessubsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other personPerson. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the 124 Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower and each other Loan Party acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other personPerson. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory regulatory, or any other matters in any jurisdiction. The Each Borrower shall will consult with its own advisors concerning such matters and shall will be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall will have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold hold, or sell, for its own accounts and the accounts Credit Agreement – Page 121 of customers, equity, debt debt, and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates Affiliates may be providing debt financing, equity capital capital, or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the such Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the such Borrower or any other personPerson. The Each Borrower agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Lender Party is advising the such Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower Borrowers with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliates, Lender Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender 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 Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers and/or their Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender Party will use confidential information obtained from the Borrower Borrowers by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerBorrowers, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges acknowledge its subsidiaries’ ' understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s 's length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Borrowers or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the such Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower Borrowers with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ ' understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ ' understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the such Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower Borrowers by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the such Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges its subsidiariesacknowledge their Subsidiaries’ understanding, that no Credit Party Agent or Lender will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party Agent and Xxxxxx is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Borrowers with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower Borrowers or any other personPerson. The Borrower agrees Borrowers agree that it will not assert any claim against any Credit Party Agent or Lender based on an alleged breach of fiduciary duty by such Credit Party Agent or Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges Borrowers acknowledge and agrees agree that no Credit Party Agent or Lender is advising the Borrower Borrowers as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Borrowers shall consult with its their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties no Agent or Lender shall have no any responsibility or liability to the Borrower Borrowers with respect thereto. The Borrower Borrowers further acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their subsidiaries’ understanding, that each Credit Party, together with its affiliates, Agent and Lender is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party Agent or Lender 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 you and other companies with which the Borrower you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party Agent or Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges its subsidiariesacknowledge their Subsidiaries’ understanding, that each Credit Party Agent and its affiliates Lender and their Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower you may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party Agent or Lender will use confidential information obtained from the Borrower you by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower you in connection with the performance by such Credit Party Agent or Lender of services for other companies, and no Credit Party Agent or Lender will furnish any such information to other companies. The Borrower You also acknowledges acknowledge that no Credit Party Agent or Lender has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borroweryou, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each of the Parent and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any 100 other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Each of the Parent and the Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each of the Parent and the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

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

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as -148- providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, 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 Ordinary Course of businessBusiness, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the such Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the such Borrower or any other personPerson. The Each Borrower agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Lender Party is advising the such Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower Borrowers with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliates, Lender Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender 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 Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers and/or their Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender Party will use confidential information obtained from the Borrower Borrowers by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.contemplated

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and and11.18 acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the such Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the such Borrower or any other personPerson. The Each Borrower agrees that it will not assert any claim against any Credit Lender Party based on an alleged breach of fiduciary duty by such Credit Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Lender Party is advising the such Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Lender Parties shall have no responsibility or liability to the Borrower Borrowers with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliates, Lender Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Lender 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 Borrowers and other companies with which the Borrower Borrowers may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Borrowers and/or their Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Lender Party will use confidential information obtained from the Borrower Borrowers by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Borrowers in connection with the performance by such Credit Lender Party of services for other companies, and no Credit Lender Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.USActive 56005294.956005294.16-262-

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower or its Subsidiaries in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The (a) Each of the Parent Guarantor and the Borrower acknowledges and agrees, and acknowledges its subsidiariesthe Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Parent Guarantor and the Borrower with respect to the Loan Documents and the transaction transactions contemplated herein and therein and Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM 188 not as a financial advisor or a fiduciary to, or an agent of, the Parent Guarantor, the Borrower or any other person. The Each of the Parent Guarantor and the Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of the Parent Guarantor and the Borrower acknowledges and agrees that no Credit Party is advising the Parent Guarantor or the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each of the Parent Guarantor and the Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Parent Guarantor the or Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyherein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity 169 capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower Each of the Co-Borrowers acknowledges and agrees, and acknowledges its subsidiariesrespective Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower Co-Borrowers with respect to the Loan Documents and the transaction transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the a Co-Borrower or any other person. The Borrower Each of the Co-Borrowers agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of the Borrower Co-Borrowers acknowledges and agrees that no Credit Party is advising the a Co-Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower Each of the Co-Borrowers shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the such a Co-Borrower with respect thereto. The Borrower - Each of the Co-Borrowers further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower Co-Borrowers and other companies with which the Borrower it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each of the Borrower Co-Borrowers acknowledges and agrees, and acknowledges its subsidiariesrespective Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower Co-Borrowers or their Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower Carlisle by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower Carlisle in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower Carlisle also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the BorrowerCarlisle, confidential information obtained from other companies.

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

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Secured Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Secured Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Secured Party based on an alleged breach of fiduciary duty by such Credit Secured Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Secured Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Secured Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Secured Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Secured Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Secured Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that no Credit Party will have any obligations under the Loan Documents except those obligations expressly set forth herein and in the other Loan Documents and in connection with the transactions contemplated by the Loan Documents each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters to the extent it deems appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its subsidiariesSubsidiaries’ understanding, that each Credit Party, together with its affiliatesAffiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

No Fiduciary Duty, etc. The Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the each Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the any Borrower or any other person. The Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the each Borrower acknowledges and agrees that no Credit Party is advising the any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Each Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the any Borrower with respect thereto. The Each Borrower further acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the any Borrower and other companies with which the any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the a Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the any Borrower, confidential information obtained from other companies.. 180