Common use of No Fiduciary Duty Clause in Contracts

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

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

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each and each Credit Party acknowledges and agrees that (a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Affiliated Parties and such each Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Affiliated Parties, on the one hand, and the each Credit PartiesParty, on the other, and ; (iic) in connection therewith and with the process leading theretoto such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person; (xd) no none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and Documents; (ye) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each ; and (g) no Credit Party agrees that it will not claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersBanks”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. Each Credit Loan Party agrees that nothing in neither the Credit Loan Documents or otherwise nor any transactions contemplated by the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Banks and the Loan Parties, on the one hand, and such Credit Party, its their stockholders or its affiliates, on the othertheir Affiliates. The Credit Parties acknowledge Each Loan Party acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBanks, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith with any transactions contemplated by the Loan Documents and with the process leading theretoto such transaction, each of the Banks is acting solely as a principal and not the agent or fiduciary of any Loan Party or its management, stockholders, creditors or any other Person, (xiii) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Loan Party with respect to the any transactions contemplated hereby (or by the exercise of rights or remedies with respect thereto) Loan Documents or the process leading thereto (irrespective of whether any Lender Bank or any of its Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates such Loan Party on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it such Loan Party deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment judgments with respect to such any transactions contemplated by the Loan Documents and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction any transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. Each The Administrative Agent, the Collateral Agent, each Co-Syndication Agent, each Co-Documentation Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.13, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Loan Parties, their respective stockholders and/or their affiliatesrespective Affiliates. Each Credit Loan Party agrees that nothing in this Agreement, any of the Credit other Loan Documents or otherwise any of the transactions contemplated hereby or thereby (or the process leading thereto) will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including including, without limitation, the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Loan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that (A) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the negotiation, execution and delivery of this Agreement and the other Loan Documents, the transactions contemplated by the Loan Documents and the process leading thereto, and (B) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arrangers, the Agents, the Issuing Lender and the Lenders or among the Borrower and any of the foregoing. Each Credit Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

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

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

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

No Fiduciary Duty. Each Agent, the Issuing Bank, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each and each Credit Party acknowledges and agrees that (a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Affiliated Parties and such each Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Affiliated Parties, on the one hand, and the each Credit PartiesParty, on the other, and ; (iic) in connection therewith and with the process leading theretoto such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person; (xd) no none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and Documents; (ye) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each ; and (g) no Credit Party agrees that it will not claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

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

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

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

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

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

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

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 13.21, the “Lenders”), 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 Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such any Credit Party, its respective stockholders or its respective affiliates, on the other. The Credit Parties acknowledge and agree that that: (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the each Credit PartiesParty, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender 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) or the process leading thereto (irrespective of whether any Lender 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 except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal and not as the agent or fiduciary of any such Credit Party, its respective management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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

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

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

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 12.21, the “Lenders”), 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 Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such any Credit Party, its respective stockholders or its respective affiliates, on the other. The Credit Parties acknowledge and agree that that: (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the each Credit PartiesParty, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender 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) or the process leading thereto (irrespective of whether any Lender 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 except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any such Credit Party, its respective management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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

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

No Fiduciary Duty. Each Agent, each Lender and their its respective Affiliates (collectively, solely for purposes of this paragraphSection 12.17, the “Lenders”), ) may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. Each Credit Loan Party agrees that nothing in the Credit Documents any Loan Document, any Hedging Agreement with any Secured Hedging Provider or otherwise any Treasury Management Agreement will be deemed to create an advisory, fiduciary or agency relationship between the Lenders and the Loan Parties, their partners or fiduciary or other implied duty between any Lender, on the one hand, their Affiliates. Each Loan Party acknowledges and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree agrees that (ia) the transactions with the Lenders contemplated by the Credit Documents (including Loan Documents, the exercise of rights Hedging Agreements with Secured Hedging Providers and remedies hereunder and thereunder) the Treasury Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit applicable Loan Parties, on the other, and (iib) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the agent or fiduciary of any Loan Party, or of any Loan Party’s management, partners, creditors or other Affiliates, (xc) no Lender has assumed an advisory or a fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Loan Party with respect to the transactions with Lenders contemplated hereby (by the Loan Documents, any Hedging Agreement or the exercise of rights or remedies with respect thereto) any Treasury Management Agreements or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Loan Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it such Person has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, Person in connection with such transaction the Loan Documents, any Hedging Agreement or any Treasury Management Agreement or the process leading thereto.

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

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

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

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

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

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

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

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

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

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto. Furthermore, Xxxxxxx Xxxxx (or one of its Affiliates) has been retained by US Holdings in connection with the Acquisition. Each Credit Party, each Agent and each Lender and their respective Affiliates agrees to such retention and further agrees not to assert any claim that may be alleged based on any actual or potential conflicts of interest that may be asserted to arise or result from, on the one hand, Xxxxxxx Sachs in its capacity as an advisor in connection with the Acquisition, and, on the other hand, Xxxxxxx Xxxxx acting in its capacity as Arranger, Administrative Agent, Collateral Agent and a Lender hereunder.

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

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

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

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

No Fiduciary Duty. Each The Administrative Agent, the Collateral Agent, each Co-Syndication Agent, the Documentation Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.13, the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Loan Parties, their respective stockholders and/or their affiliatesrespective Affiliates. Each Credit Loan Party agrees that nothing in this Agreement, any of the Credit other Loan Documents or otherwise any of the transactions contemplated hereby or thereby (or the process leading thereto) will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including including, without limitation, the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Loan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that (A) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the negotiation, execution and delivery of this Agreement and the other Loan Documents, the transactions contemplated by the Loan Documents and the process leading thereto, and (B) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arrangers, the Agents, the Issuing Lender and the Lenders or among the Borrower and any of the foregoing. Each Credit Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lender Lender, and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each and each Credit Party acknowledges and agrees that (a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Affiliated Parties and such each Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Affiliated Parties, on the one hand, and the each Credit PartiesParty, on the other, and ; (iic) in connection therewith and with the process leading theretoto such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person; (xd) no none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and Documents; (ye) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each ; and (g) no Credit Party agrees that it will not claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

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

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

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

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

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

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), 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 Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such any Credit Party, its respective stockholders or its respective affiliates, on the other. The Credit Parties acknowledge and agree that that: (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the each Credit PartiesParty, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender 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) or the process leading thereto (irrespective of whether any Lender 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 except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any such Credit Party, its respective management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal legal, financial, regulatory and financial tax advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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

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

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

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

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

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

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

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

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

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

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

No Fiduciary Duty. Each The Administrative Agent, the Collateral Agent, each Co-Syndication Agent, each Co-Documentation Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.13, A-128 the “LendersLender Parties”), may have economic interests that conflict with those of the Credit Loan Parties, their respective stockholders and/or their affiliatesrespective Affiliates. Each Credit Loan Party agrees that nothing in this Agreement, any of the Credit other Loan Documents or otherwise any of the transactions contemplated hereby or thereby (or the process leading thereto) will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Loan Documents (including including, without limitation, the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Credit Loan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that (A) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the negotiation, execution and delivery of this Agreement and the other Loan Documents, the transactions contemplated by the Loan Documents and the process leading thereto, and (B) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arrangers, the Agents, the Issuing Lender and the Lenders or among the Borrower and any of the foregoing. Each Credit Loan Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto.

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

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

No Fiduciary Duty. Each The Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliatesAffiliates. Each Credit Loan Party agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Loan Party, its stockholders or its affiliatesAffiliates, on the other. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Loan Party, its stockholders or its affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Loan Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction or the process leading thereto. REAFFIRMATION AGREEMENT dated as of February 8, 2013 (this “Agreement”), among J.X. PXXXXX COMPANY, INC. (“Holdings”), J.X. PENNEY CORPORATION, INC. (the “Parent Borrower”), J.X. PXXXXX PURCHASING CORPORATION (“Purchasing”), the other SUBSIDIARIES of Holdings identified on the signature pages hereof (collectively, the “Reaffirming Subsidiary Loan Parties” and, together with Holdings, the Parent Borrower and Purchasing, the “Reaffirming Parties”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Restated Credit Agreement.

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

No Fiduciary Duty. Each Agent, each Issuing Bank, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each and each Credit Party acknowledges and agrees that (a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Affiliated Parties and such each Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Affiliated Parties, on the one hand, and the each Credit PartiesParty, on the other, and ; (iic) in connection therewith and with the process leading theretoto such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person; (xd) no none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and Documents; (ye) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each ; and (g) no Credit Party agrees that it will not claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender, each Issuing Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Affiliated Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each and each Credit Party acknowledges and agrees that (a) nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lender Affiliated Parties and such each Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that Affiliates; (ib) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Affiliated Parties, on the one hand, and the each Credit PartiesParty, on the other, and ; (iic) in connection therewith and with the process leading theretoto such transaction each of the Lender Affiliated Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person; (xd) no none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective regardless of whether any of the Lender Affiliated Parties or any of their respective Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and Documents; (ye) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it appropriate; (f) each Credit Party is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each ; and (g) no Credit Party agrees that it will not claim that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such any Credit Party, in connection with such transaction or the process leading thereto.

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

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

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. -211- 13.22

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

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

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

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

No Fiduciary Duty. Each Agent, each Lender and their its respective Affiliates (collectively, solely for purposes of this paragraphSection 12.18, the “Lenders”), ) may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. Each Credit Loan Party agrees that nothing in the Credit Documents any Loan Document, any Secured Hedging Agreement or otherwise any Secured Treasury Management Agreement will be deemed to create an advisory, fiduciary or agency relationship between the Lenders and the Loan Parties, their partners or fiduciary or other implied duty between any Lender, on the one hand, their Affiliates. Each Loan Party acknowledges and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree agrees that (ia) the transactions with the Lenders contemplated by the Credit Documents (including Loan Documents, the exercise of rights Secured Hedging Agreements and remedies hereunder and thereunder) the Secured Treasury Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit applicable Loan Parties, on the other, and (iib) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the agent or fiduciary of any Loan Party, or of any Loan Party’s management, partners, creditors or other Affiliates, (xc) no Lender has assumed an advisory or a fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Loan Party with respect to the transactions with Lenders contemplated hereby (by the Loan Documents, any Secured Hedging Agreement or the exercise of rights or remedies with respect thereto) any Secured Treasury Management Agreement or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Loan Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it such Person has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, Person in connection with such transaction the Loan Documents, any Secured Hedging Agreement or any Secured Treasury Management Agreement or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit PartyBorrower, its stockholders or and/or its affiliates, on the other. The Credit Parties parties hereto acknowledge and agree that (i) the transactions contemplated by the Credit Documents credit documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Partythe Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Documents credit documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each 100 AESC Amended and Restated Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.Agreement

No Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 12.21, the “Lenders”), 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 Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such any Credit Party, its respective stockholders or its respective affiliates, on the other. The Credit Parties acknowledge and agree that that: (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the 156 each Credit PartiesParty, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender 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) or the process leading thereto (irrespective of whether any Lender 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 except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any such Credit Party, its respective management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender Bank and their Affiliates (collectively, solely for purposes of this paragraph, the “LendersBanks”), may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. Each Credit Loan Party agrees that nothing in neither the Credit Loan Documents or otherwise nor any transactions contemplated by the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Banks and the Loan Parties, on the one hand, and such Credit Party, its their stockholders or its affiliates, on the othertheir Affiliates. The Credit Parties acknowledge Each Loan Party acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersBanks, on the one hand, and the Credit Loan Parties, on the other, and (ii) in connection therewith any transactions contemplated by the Loan Documents and with the process leading theretoto such transaction, each of the Banks is acting solely as a principal and not the agent or fiduciary of any Loan Party or its management, stockholders, creditors or any other Person, (xiii) no Lender Bank has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Loan Party with respect to the any transactions contemplated hereby (or by the exercise of rights or remedies with respect thereto) Loan Documents or the process leading thereto (irrespective of whether any Lender Bank or any of its Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates such Loan Party on other matters) or any other obligation to any Credit Loan Party except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it such Loan Party deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment judgments with respect to such any transactions contemplated by the Loan Documents and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Loan Party, in connection with such transaction any transactions contemplated by the Loan Documents or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender Lender, and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders equity holders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders equity holders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders equity holders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party WEIL:\96958663\10\71605.0155 agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.. Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto. Xxxxxxx, Sachs & Co. has been engaged by certain affiliates of Borrower in connection with the evaluation of financial alternatives with respect to the capitalization or recapitalization of Borrower and/or certain of its affiliates pursuant to that certain engagement letter (as amended, the “Global Engagement Letter”), dated February 18, 2014, between SunEdison, Inc. and Xxxxxxx, Xxxxx & Co. Each Credit Party, for itself and its affiliates, agrees to such engagement, acknowledges the conflict of interest disclosures set forth in the Global Engagement Letter, and further agrees not to assert any claim based on any actual or potential conflicts of interest that might arise or result from such engagement or Xxxxxxx Sachs’ and Xxxxxxx Xxxxx’ affiliates’ relationships with the Credit Parties and/or their affiliates as described and referred to herein and in the Global Engagement Letter.

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

No Fiduciary Duty. Each Agent, each Lender and their its respective Affiliates (collectively, solely for purposes of this paragraphSection 12.17, the “Lenders”), ) may have economic interests that conflict with those of the Credit Loan Parties, their stockholders and/or their affiliates. Each Credit Loan Party agrees that nothing in the Credit Documents any Loan Document, any Hedging Agreement with any Secured Hedging Provider or otherwise any Treasury Management Agreement will be deemed to create an advisory, fiduciary or agency relationship between Lenders and the Loan Parties, their partners or fiduciary or other implied duty between any Lender, on the one hand, their Affiliates. Each Loan Party acknowledges and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree agrees that (ia) the transactions with Lenders contemplated by the Credit Documents (including Loan Documents, the exercise of rights Hedging Agreements with Secured Hedging Providers and remedies hereunder and thereunder) the Treasury Management Agreements are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit applicable Loan Parties, on the other, and (iib) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the agent or fiduciary of any Loan Party, or of any Loan Party’s management, partners, creditors or other Affiliates, (xc) no Lender has assumed an advisory or a fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates Loan Party with respect to the transactions with Lenders contemplated hereby (by the Loan Documents, any Hedging Agreement or the exercise of rights or remedies with respect thereto) any Treasury Management Agreements or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise any Credit Party, its stockholders or its Affiliates Loan Party on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (yd) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit such Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, Loan Party in connection with such transaction the Loan Documents, any Hedging Agreement or any Treasury Management Agreement or the process leading thereto.

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

No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit PartyBorrower, its stockholders or and/or its affiliates, on the other. The Credit Parties parties hereto acknowledge and agree that (i) the transactions contemplated by the Credit Documents credit documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit PartiesBorrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Partythe Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Partythe Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party the Borrower except the obligations expressly set forth in the Credit Documents credit documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Partythe Borrower, its management, stockholders stockholders, creditors or creditorsany other Person. Each Credit Party The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each 90 AESC Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.Agreement

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

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

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

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

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