Common use of No Fiduciary Duty Clause in Contracts

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

No Fiduciary Duty. Each In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, each Lender, each Issuing Bank the Co-Documentation Agents and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Co-Syndication Agents are arm’s-length commercial transactions between the LendersBorrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent, the Arrangers, the Co-Documentation Agents and the Co-Syndication Agents, on the otherother hand, (B) each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrowers and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger, each Co-Documentation Agent, each Co-Syndication Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in connection therewith and with writing by the process leading thereto, (x) no Lender, in its capacity as suchrelevant parties, has assumed not been, is not, and will not be acting as an advisory advisor, agent or fiduciary responsibility in favor for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger, Co-Documentation Agent, Co-Syndication Agent or Lender has any obligation to the Borrowers, any other Loan Party, its Party or any of their respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lenderthe Administrative Agent, the Arrangers, the Co-Documentation Agents, the Co-Syndication Agents, the Lenders and their respective Affiliates may be engaged in its capacity as sucha broad range of transactions that involve interests that differ from those of the Borrowers, is acting solely as principal the other Loan Parties and not as their respective Affiliates, and neither the agent Administrative Agent nor any Arranger, Co-Documentation Agent, Co-Syndication Agent or fiduciary Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party, its respective management, stockholders, creditors Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Person. Each Loan Party acknowledges Parties hereby waives and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and releases any claims that it is responsible for making its own independent judgment may have against the Administrative Agent, the Arrangers, the Co-Documentation Agents, the Co-Syndication Agents and the Lenders with respect to such transactions and the process leading theretoany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Fiduciary Duty. Each (a) Borrower acknowledges that, in connection with the Loan, this Agreement, the other Loan Documents, the transactions contemplated thereby , Lender has relied upon and assumed the accuracy and completeness of all of the Administrative Agentfinancial, legal, regulatory, accounting, tax and other information provided to, discussed with or reviewed by Lender for such purposes, and Lender does not assume any liability therefor or responsibility for the Arrangersaccuracy, each completeness or independent verification thereof. Lender, each Issuing Bank its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this paragraphSection, the “LendersLending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Loan Partiesassets or liabilities (including any contingent, their stockholders and/or derivative or off-balance sheet assets and liabilities) of Guarantor, Borrower or any other Person or any of their respective affiliates. Each affiliates or to advise or opine on any related solvency or viability issues. (b) It is understood and agreed that (i) the Lending Parties shall act under this Agreement and the other Loan Party agrees that nothing in Documents as an independent contractor, (ii) the Loan, the Loan Documents or otherwise will be deemed to create and the transactions contemplated thereby represent an advisory, fiduciary or agency relationship or fiduciary or other implied duty arm’s-length commercial transaction between any Lenderthe Lending Parties, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan PartiesBorrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (yiii) each Lender, in its capacity as such, Lending Party is acting solely as principal and not as the agent or fiduciary of such Loan PartyBorrower, its Guarantor or their respective managementaffiliates, stockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents or the transactions contemplated thereby shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Guarantor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Guarantor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Each Borrower agrees that neither it nor Guarantor nor any of their respective affiliates shall make, and hereby waives, any claim against the Lending Parties based on an assertion that any Lending Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, Guarantor or their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Party Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Guarantor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges and agrees that such Loan Party Borrower has consulted its own legal, tax 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 this Agreement, the other Loan Documents, the transactions contemplated thereby and the process leading thereto.

No Fiduciary Duty. Each In connection with all aspects of the Administrative Agenteach transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Arrangers, Company and each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the transactions contemplated arranging and other services regarding this Agreement provided by the Loan Documents (including Administrative Agent and the exercise of rights and remedies hereunder and thereunder) Arrangers are arm’s-length commercial transactions between the LendersCompany, each other Loan Party and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent and the Arrangers, on the otherother hand, (B) each of the Company and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in connection therewith and with writing by the process leading thereto, (x) no Lender, in its capacity as suchrelevant parties, has assumed not been, is not, and will not be acting as an advisory advisor, agent or fiduciary responsibility in favor for the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger nor any Lender has any obligation to the Company, any other Loan Party, its Party or any of their respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lenderthe Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in its capacity as sucha broad range of transactions that involve interests that differ from those of the Company, is acting solely as principal the other Loan Parties and not as their respective Affiliates, and neither the agent or fiduciary Administrative Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the Company, any other Loan Party, its respective management, stockholders, creditors Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and the other Person. Each Loan Party acknowledges Parties hereby waives and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and releases any claims that it is responsible for making its own independent judgment may have against the Administrative Agent, the Arrangers and the Lenders with respect to such transactions and the process leading theretoany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Credit Parties, their stockholders and/or their respective affiliates. Each Loan Credit Party agrees that acknowledges and agrees: (a) nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, Lenders and such Loan each Credit Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: ; (ib) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Partieseach Credit Party, 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, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates Credit 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 Loan Party, its respective stockholders or its respective Affiliates Credit Party on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Documents and Credit Documents; (ye) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Credit Party has consulted its own legal, tax 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; and (g) no Credit Party will claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. To the fullest extent permitted by applicable Requirements of Law, each Loan Party waives any claim that it may have against any Lender with respect to any breach or alleged breach of fiduciary duty arising solely by virtue of this Agreement. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each The Loan Party agrees Parties acknowledge and agree that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

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

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, the Syndication Agent, each Lender, the Swingline Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such any Loan Party, its respective stockholders or its respective affiliates, on the other. Each The Loan Party acknowledges Parties acknowledge and agrees agree that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the each Loan PartiesParty, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangerseach Arranger, each LenderCo-Manager, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.23, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders equity holders and/or their respective affiliatesAffiliates. Each Loan Party The Borrower hereby agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Partythe Borrower, its respective stockholders equity holders or its respective affiliatesAffiliates, on the otherother hand. Each Loan Party The Borrower hereby acknowledges and agrees that: that (ia) the transactions contemplated by this Agreement and the other 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 Loan Parties, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders equity holders or its respective affiliates Affiliates with respect to the transactions contemplated hereby by this Agreement and the other Loan Documents (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 Loan Party, its respective stockholders equity holders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (yii) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary duty to such Loan Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers, the Incremental Facility Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each In connection with all aspects of the Administrative Agenteach transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Arrangers, Borrower and each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the transactions contemplated arranging and other services regarding this Agreement provided by the Loan Documents (including Administrative Agent and the exercise of rights and remedies hereunder and thereunder) Arrangers are arm’s-length commercial transactions between the LendersBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent and the Arrangers, on the otherother hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in connection therewith and with writing by the process leading thereto, (x) no Lender, in its capacity as suchrelevant parties, has assumed not been, is not, and will not be acting as an advisory advisor, agent or fiduciary responsibility in favor for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party, its Party or any of their respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lenderthe Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in its capacity as sucha broad range of transactions that involve interests that differ from those of the Borrower, is acting solely as principal the other Loan Parties and not as their respective Affiliates, and neither the agent or fiduciary Administrative Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party, its respective management, stockholders, creditors Party or any of their respective Affiliates. To the fullest extent permitted by Laws, each of the Borrower and the other Person. Each Loan Party acknowledges Parties hereby waives and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and releases any claims that it is responsible for making its own independent judgment may have against the Administrative Agent, the Arrangers and the Lenders with respect to such transactions and the process leading theretoany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Fiduciary Duty. Each of the The Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Credit Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees The Borrower and the Collateral Manager (collectively, solely for purposes of this paragraph, the “Credit Parties”) each agree that nothing in the Loan Facility Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Credit Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges The Credit Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Facility Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Credit Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Facility Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such Loan any Credit Party, its respective management, stockholders, creditors or any other Person. Each Loan Credit Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 of the Administrative Agent, the Arrangers, each Lender, each Overdraft Provider, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other, in connection with the Loan Documents. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with the entry into the Loan Documents or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers, each Lenderthe Syndication Agent, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of each Borrower and the Loan Partiesother members of such Borrower’s Obligor Group, their respective stockholders and/or their respective affiliates. Each Loan Party agrees Borrower and each such other Obligor agree that nothing in this Agreement or the Loan Documents to which such Borrower or such other Obligor is a party 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 Loan PartyBorrower or such other Obligor, its their respective stockholders or its their respective affiliates, on the other. Each Loan Party Borrower and each such other Obligor acknowledges and agrees that: that (i) the transactions contemplated by the Loan Documents to which such Borrower or any other member of its Obligor Group is a party (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 Loan Partiessuch Borrower and such other Obligors, on the other, and (ii) solely in connection therewith and solely with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Partysuch Borrower, its such other Obligor, their respective stockholders or its their respective affiliates with respect to the transactions contemplated hereby to which such Borrower or any other member of its Obligor Group is a party (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 Loan Partysuch Borrower, its such other Obligor, their respective stockholders or its their respective Affiliates affiliates on other matters) or any other obligation to any Loan Party such Borrower or such other Obligor except the obligations expressly set forth in the Loan Documents to which such Borrower or any other member of its Obligor Group is a party and (y) each Lender, in its capacity as such, Lender is acting hereunder solely as principal and not as the agent or fiduciary of such Loan PartyBorrower or such other Obligor, its their respective management, stockholdersstockholders or creditors, creditors or any other Person. Each Loan Party Borrower and each such other Obligor acknowledges and agrees that such Loan Party it has consulted its own legal, tax legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the transactions contemplated by the Loan Documents to which such transactions Borrower or any other member of its Obligor Group is a party and the process leading thereto. Each Borrower and each such other Obligor agrees that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary or similar duty to such Borrower or such other Obligor, solely in connection with the transactions contemplated by the Loan Documents to which such Borrower or any other member of its Obligor Group is a party or the process leading thereto.

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

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

No Fiduciary Duty. Each of the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangerseach Arranger, each Lender, the Swingline Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesaffiliates and none of the Administrative Agent, Arrangers, Lenders, Swingline Lenders, Issuing Banks or their respective Affiliates has any obligation to disclose any such interests by virtue of any advisory, agency or fiduciary relationship. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, any Arranger, any Issuing Bank, the Administrative Agent or the Swingline Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, Swingline Lenders, Issuing Banks, Administrative Agent and Arrangers, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as suchAdministrative Agent, Issuing Bank, Swingline Lender or Arranger has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Lender, Administrative Agent, Swingline Lender, Issuing Bank or Arranger has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters, including the Acquisition) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as suchAdministrative Agent, Swingline Lender, Issuing Bank and Arranger is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate in connection with the Loan Documents and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party waives, to the fullest extent possible, on behalf of itself, its management, its stockholders, its creditors and any other Person, all claims against the Administrative Agent, any Arranger, any Lender, the Swingline Lender or any Issuing Bank for breach of fiduciary duty or alleged breach of fiduciary duty.

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

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

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

No Fiduciary Duty. Each of the Administrative Agent, the ArrangersArranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, the Parent Loan Guarantors, their stockholders and/or their respective affiliates. Each Loan Party and Parent Loan Guarantor agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan PartyParty or Parent Loan Guarantor, its respective stockholders or its respective affiliates, on the other. Each Loan Party and Parent Loan Guarantor acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan PartiesParties and Parent Loan Guarantors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan PartyParty or Parent Loan Guarantor, 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 Loan PartyParty or Parent Loan Guarantor, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan PartyParty or Parent Loan Guarantor, its respective management, stockholders, creditors or any other Person. To the fullest extent permitted by applicable Requirements of Law, each Loan Party and each Parent Loan Guarantor waives any claim that it may have against any Lender with respect to any breach or alleged breach of fiduciary duty arising solely by virtue of this Agreement. Each Loan Party and each Parent Loan Guarantor acknowledges and agrees that such Loan Party or Parent Loan Guarantor has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

No Fiduciary Duty. Each The Company, the Adviser and the Administrator hereby acknowledge and agree that (a) the purchase and sale of any Securities pursuant to this Agreement, including the determination of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those public offering price of the Loan PartiesSecurities and any related discounts and commissions, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create is an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions transaction between the LendersCompany, on the one hand, and the Loan PartiesUnderwriters of such Securities, and any affiliate through which an Underwriter may be acting, on the otherother hand, and (iib) in connection therewith with the public offering of the Securities and with the process leading theretoto such transaction the Underwriters will act solely as principals and independent contractors, and not as agents or fiduciaries of the Company or its stockholders, creditors, employees or any other party or in any other capacity, (xc) no Lender, in its capacity as such, has assumed the Underwriters will not assume an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates the Company with respect to the transactions offering of Securities 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 the Underwriters have advised or are currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates the Company on other matters) or and the Underwriters will not have any other obligation to any Loan Party the Company with respect to the offering except the obligations expressly set forth herein, (d) the Underwriters and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Documents Company, and (ye) each Lenderthe Underwriters have not provided and will not provide any legal, in its capacity as suchaccounting, is acting solely as principal regulatory or tax advice with respect to the offering of the Securities and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party Company has consulted and will consult its own legal, accounting, regulatory and tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoappropriate.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective its Affiliates (collectively, solely for purposes of this paragraphSection 9.18, the “Lenders”), ) may have economic interests that conflict with those of the Loan Credit Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or or, except with respect to the Administrative Agent’s keeping of the Register and any Lender who sells a participation pursuant to Section 9.04 keeping of a Participant Register, agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Credit Party, its respective stockholders or its respective affiliatesAffiliates, on the other. Each Loan Party acknowledges The Credit Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Credit Party, its respective stockholders or its respective 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 Loan Credit Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the fiduciary or, except as expressly provided in the second sentence of this Section 9.18, agent or fiduciary of such Loan any Credit Party, its respective management, stockholders, creditors or any other Person. Each Loan Credit Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), Lender may have economic interests that conflict with those of the Loan Credit Parties, their stockholders and/or their respective affiliates. Each Loan Credit Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Credit Party, its Subsidiaries, and any of their respective stockholders or its respective affiliates, on the otherother hand. Each Loan Credit Party acknowledges and agrees that: that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender, on the one hand, and the Loan Partiessuch Credit Party, its Subsidiaries and their respective affiliates, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction, Lender is acting solely as a principal and not the agent or fiduciary of such Credit Party, its Subsidiaries or their respective affiliates, management, stockholders, creditors or any other person, (xiii) no Lender, in its capacity as such, Lender has not assumed an advisory or fiduciary responsibility in favor of any Loan Credit Party, its respective stockholders Subsidiaries or its 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 Lender or any Lender of its affiliates has advised, advised or is currently advising or will advise any Loan such Credit Party, its Subsidiaries or their respective stockholders or its respective Affiliates affiliates on other matters) or any other obligation to any Loan Party such Credit Party, its Subsidiaries or their respective affiliates except the obligations expressly set forth in the Loan Documents and (yiv) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Credit Party, its Subsidiaries and their respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has affiliates have consulted its their own legal, tax legal and financial advisors to the extent it each 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 Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, its Subsidiaries or their respective affiliates in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of Notwithstanding anything herein or in any other Credit Document to the Administrative Agentcontrary, in connection with, or in any way related to, this Agreement and the Arrangerstransactions contemplated hereby (including the Transactions), each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party Borrower hereby acknowledges and agrees that: (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenderseach Secured Party is, on the one handhas been, and will be acting solely as a principal and not as a financial advisor, agent or fiduciary, for any Borrower or any of any Borrower’s respective affiliates, equity holders, directors, officers, employees, creditors or any other Person except as to maintaining a register as provided in Section 9.7 as a non-fiduciary agent of the Loan Parties, on the other, and (ii) in connection therewith and with the process leading theretoapplicable Borrower for that limited purpose, (xb) no Lender, in its capacity as such, Secured Party or any Affiliate thereof has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor any Borrower’s or any of any Loan Party, its Borrower’s respective stockholders or its respective affiliates Affiliates’ favor with respect to this Agreement or any of the transactions contemplated hereby (or including the exercise of rights or remedies with respect theretoTransactions) or the process leading thereto (irrespective of whether any Lender Secured Party or any of its Affiliates has advised, advised or is currently advising any Borrower or will advise any Loan Party, its respective stockholders or its of any Borrower’s respective Affiliates on other matters), and (c) no Secured Party has provided any legal, accounting, regulatory or tax advice with respect to this Agreement or any other obligation to any Loan Party except of the obligations expressly set forth in transactions contemplated hereby (including the Loan Documents Transactions) and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has Borrowers have consulted its with their own legal, accounting, regulatory and tax and financial advisors to the extent it the Borrowers has deemed appropriate appropriate. Each Borrower hereby waives and releases, to the fullest extent permitted by Legal Requirement, any claims that it is responsible for making its own independent judgment such Borrower may have against any Secured Party and their respective Affiliates with respect to such transactions and the process leading theretoany breach or alleged breach of agency or fiduciary duty.

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

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

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

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

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each LenderCo-Documentation Agents and Syndication Agent, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such any Loan Party, its respective stockholders or its respective affiliates, on the other. Each The Loan Party acknowledges Parties acknowledge and agrees agree that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the each Loan PartiesParty, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Collateral Agent, the Joint Bookrunners, the Joint Lead Arrangers, each Lender, each Issuing Bank 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 Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender Party has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender Party is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each The Loan Party agrees Parties acknowledge and agree that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Lxxxxx has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party further acknowledges and agrees that each Credit Party, together with its Affiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

No Fiduciary Duty. Each of the Administrative Agent, the Bookrunners, the Arrangers, each Lenderthe Syndication Agent, the Documentation Agent, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Administrative Agent, the Arrangers and the Lenders, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Administrative Agent, the Lenders, and the Arrangers, on the one hand, and the Loan PartiesParties and their respective Affiliates, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no none of the Administrative Agent, any Arranger or any Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 the Administrative Agent, any such Arranger or any such Lender has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. To the fullest extent permitted by applicable Requirements of Law, each Loan Party waives any claim that it may have against any Lender with respect to any breach or alleged breach of fiduciary duty arising solely by virtue of this Agreement. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party further agrees that none of the Administrative Agent, any Arranger or any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and the Administrative Agent, the Arrangers and the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Loan Parties, Borrower and its Subsidiaries and their respective stockholders and/or their respective affiliates. Each Loan Party The Borrower agrees that nothing in this Agreement or the Loan other Fundamental 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 Loan Party, the Borrower and its Subsidiaries and their respective stockholders or its respective affiliates, on the other. Each Loan Party The Borrower acknowledges and agrees that: agree that (i) the transactions contemplated by this Agreement and the Loan other Fundamental 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 Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, Party or 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 the Borrower, any other Loan Party, its Party or any of their respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower or any other Loan Party except the obligations expressly set forth in the Loan Agreement and the other Fundamental Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such the Borrower or any other Loan Party, its Party or their respective management, stockholders, creditors or any other Person. Each Loan Party The Borrower acknowledges and agrees that such the Borrower and each of the other Loan Party has Parties have consulted its their own legal, tax legal and financial advisors to the extent it each deemed appropriate and that it each is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Loan Party in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, each Lender, each Issuing Bank the Co-Documentation Agents and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Co-Syndication Agents are arm’s-length commercial transactions between the LendersBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent, the Arrangers, the Co-Documentation Agents and the Co-Syndication Agents, on the otherother hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger, each Co-Documentation Agent, each Co-Syndication Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in connection therewith and with writing by the process leading thereto, (x) no Lender, in its capacity as suchrelevant parties, has assumed not been, is not, and will not be acting as an advisory advisor, agent or fiduciary responsibility in favor for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger, Co-Documentation Agent, Co-Syndication Agent or Lender has any obligation to the Borrower, any other Loan Party, its Party or any of their respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lenderthe Administrative Agent, the Arrangers, the Co-Documentation Agents, the Co-Syndication Agents, the Lenders and their respective Affiliates may be engaged in its capacity as sucha broad range of transactions that involve interests that differ from those of the Borrower, is acting solely as principal the other Loan Parties and not as their respective Affiliates, and neither the agent Administrative Agent nor any Arranger, Co-Documentation Agent, Co-Syndication Agent or fiduciary Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party, its respective management, stockholders, creditors Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the other Person. Each Loan Party acknowledges Parties hereby waives and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and releases any claims that it is responsible for making its own independent judgment may have against the Administrative Agent, the Arrangers, the Co-Documentation Agents, the Co-Syndication Agents and the Lenders with respect to such transactions and the process leading theretoany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Fiduciary Duty. Each of the The Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the other Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party The Borrower hereby agrees that subject to applicable law, nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Lenders and the Loan Parties, on the one hand, and such Loan Party, its respective stockholders their equityholders or its respective affiliates, on the othertheir Affiliates. Each Loan Party The Borrower hereby acknowledges and agrees that: that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction none of the Lenders is acting as the agent or fiduciary of any Loan Party, its management, equityholders, creditors or any other person, (xiii) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 such Loan Party, its respective stockholders or its respective Affiliates Party on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents Documents, (iv) the Borrower and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax legal and financial advisors to the extent it has deemed appropriate and (v) the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates and no Lender has an obligation to disclose any such interests to the Borrower or its Affiliates. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank The Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, Group Members and their stockholders and/or their respective affiliatesAffiliates. Each Loan Party The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary relationship or other implied duty between any LenderCredit Party, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, any Group Member on the other. Each Loan Party The Borrower acknowledges and agrees that: that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersCredit Parties, on the one hand, and the Loan PartiesGroup Members, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Credit Party has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates Group Member with respect to the transactions contemplated hereby Loan Documents (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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party the Group Members with respect thereto except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other PersonDocuments. Each Loan Party The Borrower acknowledges and agrees that such Loan Party the Borrower has consulted its own legal, tax legal and financial advisors to the extent it deemed appropriate in connection with the Loan Documents and that it is responsible for making its own independent judgment with respect to such the Loan Documents or the credit transactions contemplated hereby. The Borrower agrees that it will not claim any Credit Party has rendered advisory services or owes a fiduciary or similar duty to the Borrower, in connection with the Loan Documents. The provisions of this Section 10.14 shall not apply to the financial advisory and underwriting services provided by Arrangers or any of their respective affiliates to one or more of the process leading theretoGroup Members pursuant to other agreements.

No Fiduciary Duty. Each In connection with all aspects of the Administrative Agenteach transaction contemplated hereby (including in connection with any amendment, the Arrangerswaiver or other modification hereof or of any other Loan Document), each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the transactions contemplated arranging and other services regarding this Agreement provided by the Loan Documents (including Agent, the exercise of rights Arrangers and remedies hereunder and thereunder) the Lenders are arm’s-length commercial transactions between the LendersLoan Parties and their respective Affiliates, on the one hand, and the Loan PartiesAgent, the Arrangers and the Lenders, on the otherother hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Loan Parties are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agent, the Arrangers and the Lender each are and has been acting solely as a principal and, except as expressly agreed in connection therewith writing by the relevant parties, have not been, are not, and with the process leading theretowill not be acting as an advisor, (x) no Lender, in its capacity as such, has assumed an advisory agent or fiduciary responsibility in favor for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Agent, the Arrangers nor the Lenders have any obligation to the Loan Party, its Parties or any of their respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lenderthe Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in its capacity as sucha broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, is acting solely as principal and not as neither the agent or fiduciary Agent, the Arrangers nor the Lenders have any obligation to disclose any of such interests to the Loan PartyParties or their respective Affiliates. To the fullest extent permitted by law, its respective management, stockholders, creditors or any other Person. Each each Loan Party acknowledges hereby waives and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and releases any claims that it is responsible for making its own independent judgment may have against the Agent, the Arrangers and the Lenders with respect to such transactions and the process leading theretoany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Fiduciary Duty. Each In connection with all aspects of the Administrative Agenteach transaction contemplated hereby (including in connection with any amendment, the Arrangerswaiver or other modification hereof or of any other Loan Document), each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the transactions contemplated arranging and other services regarding this Agreement provided by the Loan Documents (including Agent, the exercise of rights Arranger, the Issuing Bank and remedies hereunder and thereunder) the Lenders are arm’s-length commercial transactions between the LendersLoan Parties and their respective Affiliates, on the one hand, and the Loan PartiesAgent, the Arranger, the Issuing Bank and the Lenders, on the otherother hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Loan Parties are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agent, the Arranger, the Issuing Bank and the Lender each are and has been acting solely as a principal and, except as expressly agreed in connection therewith writing by the relevant parties, have not been, are not, and with the process leading theretowill not be acting as an advisor, (x) no Lender, in its capacity as such, has assumed an advisory agent or fiduciary responsibility in favor for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Agent, the Arranger, the Issuing Bank nor the Lenders have any obligation to the Loan Party, its Parties or any of their respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; and (yiii) each Lenderthe Agent, the Arranger, the Issuing Bank and the Lenders and their respective Affiliates may be engaged in its capacity as sucha broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, is acting solely as principal and not as neither the agent or fiduciary Agent, the Arranger nor the Lenders have any obligation to disclose any of such interests to the Loan PartyParties or their respective Affiliates. To the fullest extent permitted by law, its respective management, stockholders, creditors or any other Person. Each each Loan Party acknowledges hereby waives and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and releases any claims that it is responsible for making its own independent judgment may have against the Agent, the Arranger, the Issuing Bank and the Lenders with respect to such transactions and the process leading theretoany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Arranger, any Lender, any Issuing Bank or their respective Affiliates, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. To the fullest extent permitted by the applicable Requirements of Law, each Loan Party hereby waives any claim that it may have against the Administrative Agent, the Issuing Banks, the Swingline Lender, the Arrangers, any Lender or any of their respective Affiliates with respect to any breach or alleged breach of fiduciary duty arising solely by virtue of this Agreement.

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

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

No Fiduciary Duty. Each In connection with all aspects of the Administrative Agent, the Arrangerseach transaction contemplated hereby, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees agrees, and acknowledges its respective Affiliates’ understanding, that: (ia) the transactions contemplated by the Loan Documents Aggregate Commitments provided for hereunder and any related arranging or other services in connection therewith (including the exercise in connection with any amendment, waiver or other modification hereof or of rights and remedies hereunder and thereunderany other Loan Document) are an arm’s-length commercial transactions transaction between the Lenderssuch Loan Party and certain of its Affiliates, on the one hand, and the Loan PartiesAdministrative Agent, the Joint Lead Arrangers and Joint Bookrunners, the Mandated Lead Arranger and Lenders, on the otherother hand, and such Loan Party is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (iiincluding any amendment, waiver or other modification hereof or thereof); (b) in connection therewith and with the process leading theretoto such transaction, each of the Administrative Agent, the Joint Lead Arrangers and Joint Bookrunners and the Mandated Lead Arranger is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for such Loan Party or any of its Affiliates, stockholders, creditors or employees; (xc) no Lendernone of the Administrative Agent, in its capacity as such, any of the Joint Lead Arrangers and Joint Bookrunners or the Mandated Lead Arranger has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of such Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan PartyDocument (irrespective of whether the Administrative Agent, any Joint Lead Arranger and Joint Bookrunners or the Mandated Lead Arranger has advised or is currently advising such Loan Party or any of its respective stockholders Affiliates on other matters) and none of the Administrative Agent, any of the Joint Lead Arrangers and Joint Bookrunners nor the Mandated Lead Arranger has any obligation to such Loan Party or any of its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the other Loan Documents Documents; (d) the Administrative Agent, the Joint Lead Arrangers and (y) each LenderJoint Bookrunners, the Mandated Lead Arranger and their respective Affiliates may be engaged in its capacity as such, is acting solely as principal and not as the agent or fiduciary a broad range of transactions that involve interests that differ from those of such Loan PartyParty and its Affiliates, its respective managementand none of the Administrative Agent, stockholdersany of the Joint Lead Arrangers and Joint Bookrunners nor the Mandated Lead Arranger has any obligation to disclose any of such interests by virtue of any advisory, creditors agency or fiduciary relationship; and (e) the Administrative Agent, the Joint Lead Arrangers and Joint Bookrunners and the Mandated Lead Arranger 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 Person. Each Loan Party acknowledges Document) and agrees that such Loan Party has consulted its own legal, accounting, regulatory and tax and financial advisors to the extent it has deemed appropriate appropriate. Each Loan Party hereby waives and releases, to the fullest extent permitted by law, any claim that it is responsible for making its own independent judgment may have against the Administrative Agent, any of the Joint Lead Arrangers and Joint Bookrunners or the Mandated Lead Arranger with respect to such transactions and the process leading theretoany breach or alleged breach of agency or fiduciary duty.

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

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

No Fiduciary Duty. Each (a) The Borrower agrees that in connection with all aspects of the Loans and Letters of Credit contemplated by this Agreement and any communications in connection therewith, the Borrower and its Subsidiaries, on the one hand, and the Credit Parties and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the ArrangersIssuing Lenders, the Lenders or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. The Borrower acknowledges and agrees that the Administrative Agent, each Issuing Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan PartiesBorrower and its Subsidiaries, their stockholders and/or their respective affiliates (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Each Loan In the ordinary course of business, any Credit Party agrees that nothing may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in the Loan Documents or otherwise respect of such securities and financial instruments, including any voting rights, will be deemed to create an advisoryexercised by the holder of the rights, fiduciary or agency relationship or fiduciary in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other implied duty between any Lender, on services (including financial advisory services) to other companies in respect of which the one hand, Borrower may have conflicting interests regarding the transactions described herein and such Loan Party, its respective stockholders or its respective affiliates, on otherwise. No Credit Party will use confidential information obtained from the other. Each Loan Party acknowledges and agrees that: (i) Borrower by virtue of the transactions contemplated by the Loan Documents (including or its other relationships with the exercise Borrower in connection with the performance by such Credit Party of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one handservices for other companies, and the Loan Parties, on the other, and (ii) no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in by the Loan Documents and (y) each LenderDocuments, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to furnish 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 theretoBorrower, confidential information obtained from other companies.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Administrative Agent, the Arrangers and the Lenders, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Administrative Agent, the Lenders, and the Arrangers, on the one hand, and the Loan PartiesParties and their respective Affiliates, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no none of the Administrative Agent, any Arranger or any Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 the Administrative Agent, any such Arranger or any such Lender has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. To the fullest extent permitted by applicable Requirements of Law, each Loan Party waives any claim that it may have against any Lender with respect to any breach or alleged breach of fiduciary duty arising solely by virtue of this Agreement. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party further agrees that none of the Administrative Agent, any Arranger or any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and the Administrative Agent, the Arrangers and the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates.

No Fiduciary Duty. Each of the Administrative The Agent, the Arrangers, each Swingline Lender, each Issuing Bank 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 Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Parties, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Loan Parties, on the other, other and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has Lender Parties have assumed an any advisory or fiduciary responsibility in favor of any Loan 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 Parties have advised, is are currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is the Lender Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of such any Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 Loan Party agrees that it will not claim that the Lender Parties have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), each Borrower and each other Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) Lenders are arm’s-length commercial transactions between the LendersBorrowers, each other Credit Party and their respective Affiliates, on the one hand, and the Loan PartiesAdministrative Agent, the Arrangers and the Lenders, on the otherother hand, (B) each Borrower and the other Credit Parties have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrowers and each other Credit Party are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in connection therewith and with writing by the process leading thereto, (x) no Lender, in its capacity as suchrelevant parties, has assumed not been, is not, and will not be acting as an advisory advisor, agent or fiduciary responsibility in favor for the Borrowers, any other Credit Party or any of their respective Affiliates, or any Loan Partyother Person and (B) neither the Administrative Agent, its the Arrangers nor any Lender has any obligation to the Borrowers, any other Credit Party or any of their respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the those obligations expressly set forth herein and in the Loan Documents other Credit Documents; and (yiii) each Lenderthe Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in its capacity as sucha broad range of transactions that involve interests that differ from those of the Borrowers, is acting solely as principal the other Credit Parties and not as their respective Affiliates, and neither the agent or fiduciary Administrative Agent, the Arrangers nor any Lender has any obligation to disclose any of such Loan Partyinterests to the Borrowers, its respective management, stockholders, creditors any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrowers and each other Person. Each Loan Credit Party acknowledges hereby waive and agrees release any claims that such Loan Party has consulted its own legalthey may have against the Administrative Agent, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment Arrangers or any Lender with respect to such transactions and the process leading theretoany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its each Parent Company, their respective stockholders or its their respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan PartiesParties and each Parent Company, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its any Parent Company, their respective stockholders or its 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 Xxxxxx has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. To the fullest extent permitted by law, the Borrowers and Intermediate Holdings hereby waive and release any claims that they may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Fiduciary Duty. (a) Each of the Administrative Agent, the ArrangersArranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. (b) Each of the Loan Parties acknowledges and agrees that GSLP, an affiliate of certain of the Principal Investors, is acting as the Arranger in connection with the transactions contemplated by the Loan Documents. Each of the Loan Parties agrees not to assert any claim it might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from GSLP acting as Arranger hereunder, on the one hand, and the Principal Investors’ relationships with the Loan Parties as described and referred to herein or in the other Loan Documents, on the other hand.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangerseach Secured Party, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders other equityholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders equityholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: on its own behalf and on behalf of its subsidiaries that (i) the transactions contemplated by the Loan Transaction Documents (including the exercise of rights and remedies hereunder and thereunderunder the other Loan Documents) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders equityholders, it subsidiaries 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 Loan Party, its respective stockholders equityholders, subsidiaries or its respective Affiliates affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Transaction Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholdersequityholders, subsidiaries, creditors or any other Person. Each Loan Party acknowledges and agrees on its own behalf and on behalf of its subsidiaries that such Loan Party it has consulted its own legal, tax 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 Loan Party agrees that neither it nor will any of its subsidiaries claim that any Agent or Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party or any of their subsidiaries, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each LenderCo-Documentation Agent, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each The Company and the Selling Stockholders hereby acknowledge, severally and not jointly, that (a) the purchase and sale of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of Underwritten Securities pursuant to this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create Agreement is an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions transaction between the LendersSelling Stockholders, on the one hand, and the Loan PartiesUnderwriters and any affiliate through which they may be acting, on the other, (b) the purchase and sale of the Option Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which they may be acting, on the other, (c) the Underwriters are acting as principals and not as an agents or fiduciaries of the Company or the Selling Stockholders and (iid) the Company’s and the Selling Stockholders’ engagement of the Underwriters in connection therewith with the offering and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates with respect up to the transactions contemplated hereby (or offering is as independent contractors and not in any other capacity. Furthermore, each of the exercise of rights or remedies Company and the Selling Stockholders agrees, severally and not jointly, that it is solely responsible for making its own judgments in connection with respect thereto) or the process leading thereto offering (irrespective of whether any Lender of the Underwriters has advised, advised or is currently advising the Company or will advise any Loan Party, its respective stockholders Selling Stockholder on related or its respective Affiliates on other matters) or any other obligation to any Loan Party except ). Each of the obligations expressly set forth in Company and the Loan Documents and (y) each LenderSelling Stockholders agrees, in its capacity as such, is acting solely as principal severally and not as jointly, that it will not claim that the agent Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors similar duty to the extent it deemed appropriate and that it is responsible for making its own independent judgment Company or such Selling Stockholder in connection with respect to such transactions and transaction or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its each Parent Company, their respective stockholders or its their respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan PartiesParties and each Parent Company, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its any Parent Company, their respective stockholders or its 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. To the fullest extent permitted by law, the Borrowers hereby waive and release any claims that they may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.14, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the Bookrunners, the Arrangers, each Lenderthe Co-Managers or the Syndication Agents, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.21, the “Lenders”), may have economic interests that conflict with those of the Borrower and the other Loan Parties. Each of Holding and the Borrower hereby agrees, on behalf of itself and the other Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that subject to applicable law, nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Lenders and the Loan Parties, their equity-holders or their Affiliates. Each of Holding and the Borrower hereby acknowledges and agrees, on behalf of itself and the one handother Loan Parties, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction none of the Lenders is acting as the agent or fiduciary of any Loan Party, its management, equity-holders, creditors or any other person, (xiii) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 such Loan Party, its respective stockholders or its respective Affiliates Party on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and Documents, (yiv) each Lender, in its capacity as such, is acting solely as principal of the Borrower and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any each other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax legal and financial advisors to the extent it has deemed appropriate appropriate, (v) the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates and no Lender has an obligation to disclose any such interests to the Borrower or its Affiliates and (vi) it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it in connection with such transaction or the process leading thereto, and agrees that each Lender shall have no liability (whether direct or indirect) in respect to such a claim or to any other Person asserting such a claim on their behalf. Each of Holding and the Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank The Credit Parties and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, Group Members and their stockholders and/or their respective affiliatesAffiliates. Each Loan Party of the Borrower and the Co-Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary relationship or other implied duty between any LenderCredit Party, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, any Group Member on the other. Each Loan Party of the Borrower and the Co-Borrower acknowledges and agrees that: that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersCredit Parties, on the 509265-1496-1626614997-Active.24788754.1135668272.3 one hand, and the Loan PartiesGroup Members, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Credit Party has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates Group Member with respect to the transactions contemplated hereby Loan Documents (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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party the Group Members with respect thereto except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other PersonDocuments. Each Loan Party of the Borrower and the Co-Borrower acknowledges and agrees that such Loan Party the Borrower and the Co-Borrower has consulted its own legal, tax legal and financial advisors to the extent it deemed appropriate in connection with the Loan Documents and that it is responsible for making its own independent judgment with respect to such the Loan Documents or the credit transactions contemplated hereby. Each of the Borrower and the process leading theretoCo-Borrower agrees that it will not claim any Credit Party has rendered advisory services or owes a fiduciary or similar duty to the Borrower or the Co-Borrower, in connection with the Loan Documents. The provisions of this Section 10.14 shall not apply to the financial advisory and underwriting services provided by the Lead Arrangers or any of their respective affiliates to one or more of the Group Members pursuant to other agreements.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lenderany First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger, any Fourth Amendment Arranger, any Fifth Amendment Arranger, any Sixth Amendment Arranger, any Seventh Amendment Arranger, any Tenth Amendment Arranger, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any LenderArranger, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger, any Fourth Amendment Arranger, any Fifth Amendment Arranger, any Sixth Amendment Arranger, any Seventh Amendment Arranger, any Tenth Amendment Arranger, any Lender or their respective Affiliates, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Xxxxxx has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. To the fullest extent permitted by the applicable Requirements of Law, each Loan Party hereby agrees not to assert any claim against the Administrative Agent, the Arrangers, the First Amendment Arrangers (as defined in the First Amendment), the Second Amendment Arrangers (as defined in the Second Amendment), the Third Amendment Arranger, the Fourth Amendment Arrangers, the Fifth Amendment Arrangers, the Sixth Amendment Arrangers, the Seventh Amendment Arrangers, the Tenth Amendment Arrangers, any Lender or any of their respective Affiliates with respect to any alleged breach of fiduciary duty arising solely by virtue of this Agreement.

No Fiduciary Duty. Each of the Administrative The parties hereto hereby acknowledge that Intercreditor Agreement or any Additional Intercreditor Agreement; each Agent, the Lead Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic Lenders ic interests that conflict with (e) as provided under Section 9.08, Section 4.06(b) of Annex I (in which case, for the those of the any Loan PartiesParty, their its stockholders and/or their respective affiliatesAffiliates. Each The Borrower agrees, avoidance of doubt, such release shall be automatic and unconditional) and Section 4.12 of Annex on behalf of itself and each other Loan Party agrees Party, that nothing in the Loan Documents or otherwise I hereof; 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 Loan Party, its respective stockholders or its their respective affiliates(f) upon termination of the Commitments and payment in full of all Obligations (other Affiliates on the other hand. The Borrower acknowledges and agrees, on the other. Each Loan Party acknowledges behalf of itself and agrees that: each than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) other Loan Party, that (a) the transactions contemplated by the Loan Documents (including the exercise obligations and liabilities under Treasury Services Agreements and Swap Contracts) and the -length commercial expiration or termination of rights and remedies hereunder and thereunder) all Letters of Credit (other than Letters of Credit that are arm’s-length commercial Cash transactions between the Lenders, on the one hand, and the Loan Parties, on the otherother hand, and Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably (iib) in connection therewith and with the process leading thereto, (xi) no Lender, in its capacity as such, Lender has assumed an satisfactory to the applicable L/C Issuer or a deemed reissuance under another facility as to which advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates with respect to the transactions other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process made); leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise (g) to release and re-take any Lien on any Collateral to the extent not otherwise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations prohibited by the terms of this Agreement, the Security Documents, any Intercreditor Agreement expressly set forth in the Loan Documents and (yii) each Lender, in its capacity as such, Lender is acting solely as principal and or any Additional Intercreditor Agreement; not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the ArrangersCollateral Agent, each Lender, each Issuing Bank 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 Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender Party has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender Party is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the ArrangersAgents, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderAgent and the Term Lenders, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between any Agent and the Term Lenders, on the one hand, and the Loan PartiesParties and their respective Affiliates, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no none of the Agents or any Term Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Agent or any such Lender has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. To the fullest extent permitted by applicable Requirements of Law, each Loan Party waives any claim that it may have against any Term Lender with respect to any breach or alleged breach of fiduciary duty arising solely by virtue of this Agreement. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party further agrees that none of the Agents or any Term Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and the Agents and the Term Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Xxxxxx Party acknowledges and agrees that: that (i) the transactions contemplated by purchase and sale of the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sUnits pursuant to this Agreement is an arm's-length commercial transactions transaction between the LendersXxxxxx Parties, on the one hand, and the Loan Partiesseveral Underwriters, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of any Partnership Entity, (xiii) no Lender, in its capacity as such, Underwriter has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates Partnership Entity with respect to the transactions offering contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender such Underwriter has advised, advised or is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates Partnership Entity on other matters) or any other obligation to any Loan Party Partnership Entity except the obligations expressly set forth in the Loan Documents this Agreement and (yiv) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has Partnership Entities have consulted its their own legal, tax legal and financial advisors to the extent it they deemed appropriate and appropriate. Each Xxxxxx Party agrees that it is responsible for making its own independent judgment will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Partnership Entity, in connection with respect to such transactions and transaction or the process leading thereto. If the foregoing is in accordance with your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Xxxxxx Parties and the Underwriters. XXXXXX PARTNERS, LP By: Xxxxxx Partners GP, LLC, its General Partner By: Name: Title: XXXXXX PARTNERS GP, LLC By: Name: Title: XXXXXX OPERATING, LLC By: Name: Title: Accepted in St. Louis, Missouri as of the date first above written. X. X. XXXXXXX & SONS, INC. XXXXXXX XXXXX & ASSOCIATES, INC. RBC CAPITAL MARKETS CORPORATION By: X.X. XXXXXXX & SONS, INC. Title: Signature Page to Underwriting Agreement SCHEDULE I Allocation of Units X.X. Xxxxxxx & Sons, Inc. Xxxxxxx Xxxxx & Associates, Inc. RBC Capital Markets Corporation Total 1,600,000 SCHEDULE II Foreign Qualifications ENTITY: FOREIGN QUALIFICATIONS: Xxxxxx Partners GP, LLC Mississippi, Montana, North Dakota, Oklahoma, South Dakota, Texas, Wyoming Xxxxxx Partners, LP Mississippi, Montana, North Dakota, Oklahoma, South Dakota, Texas, Wyoming Xxxxxx Operating, LLC Mississippi, Montana, North Dakota, Oklahoma, South Dakota, Texas, Wyoming Xxxxxx Energy Partners, LLC North Dakota, Wyoming Xxxxxx XX, LLC Mississippi, Montana, North Dakota, Oklahoma, South Dakota, Texas, Wyoming Xxxxxx XX, LLC Mississippi, North Dakota, Oklahoma, Texas Continental Gas Operating, LP Mississippi, Montana, North Dakota, South Dakota, Texas, Wyoming Xxxxxx Partners, LLC Oklahoma, Montana, North Dakota EXHIBIT A Opinion of Xxxxxx & Xxxxxx L.L.P.

No Fiduciary Duty. Each of the Administrative Agent, the Issuing Banks, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Party, its respective stockholders or its respective #94513555v35 Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

No Fiduciary Duty. Each of the Administrative f c \l "2" \* MERGEFORMAT AUTONF D3_TCEach Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Credit Parties, their stockholders and/or their respective affiliates. Each Loan Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Credit Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges The Credit Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) except as otherwise expressly agreed in writing, no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Credit Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such Loan any Credit Party, its respective management, stockholders, creditors stockholders or any other Personcreditors. Each Loan Credit Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 of the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers, each Lenderthe Syndication Agent, each Issuing Bank Co-Documentation 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 Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliatesAffiliates, on the other, except as otherwise explicitly provided herein. Each The Loan Party acknowledges Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 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 Loan Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the ArrangersLead Arranger, the Collateral Agent, each Lender, each the Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Administrative Agent, the Lead Arranger, the Collateral Agent and the Lenders, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Administrative Agent, the Lenders, and the Lead Arranger, on the one hand, and the Loan PartiesParties and their respective Affiliates, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no none of the Administrative Agent, the Lead Arranger, the Collateral Agent or any Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 the Administrative Agent, the Lead Arranger, the Collateral Agent or any such Lender has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. To the fullest extent permitted by applicable Requirements of Law, each Loan Party waives any claim that it may have against any Lender with respect to any breach or alleged breach of fiduciary duty arising solely by virtue of this Agreement. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party further agrees that none of the Administrative Agent, the Lead Arranger, the Collateral Agent or any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and the Administrative Agent, the Lead Arranger, the Collateral Agent and the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates.

No Fiduciary Duty. Each of the Administrative Agent, the ArrangersCollateral Agent, each Issuing Bank, Swing Line Lender, each Issuing Bank Arranger, 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 Loan Credit Parties, their stockholders and/or their respective affiliatesAffiliates. Each Loan Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Credit Party, its respective stockholders or its respective affiliatesAffiliates, on the other. Each Loan Party acknowledges The Credit Parties acknowledge and agrees that: agree that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Credit Party, its respective stockholders or its respective 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 Loan Credit Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such Loan any Credit Party, its respective management, stockholders, creditors or any other Person. Each Loan Credit Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.20, the “Lenders”), may have economic interests that conflict with those of the Borrower and the other Loan Parties. Each of Holdings and the Borrower hereby agrees, on behalf of itself and the other Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that subject to applicable law, nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lenderthe Lenders and the Loan Parties, their equity-holders or their Affiliates. Each of Holdings and the Borrower hereby acknowledges and agrees, on behalf of itself and the one handother Loan Parties, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction none of the Lenders is acting as the agent or fiduciary of any Loan Party, its management, equity-holders, creditors or any other person, (xiii) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective 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 such Loan Party, its respective stockholders or its respective Affiliates Party on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and Documents, (yiv) each Lender, in its capacity as such, is acting solely as principal of the Borrower and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any each other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax legal and financial advisors to the extent it has deemed appropriate appropriate, (v) the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates and no Lender has an obligation to disclose any such interests to the Borrower or its Affiliates and (vi) it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to it in connection with such transaction or the process leading thereto, and agrees that each Lender shall have no liability (whether direct or indirect) in respect to such a claim or to any other Person asserting such a claim on their behalf. Each of Holdings and the Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.22, the “Lenders”), may have economic interests that conflict with those of the Loan PartiesParties and their respective Subsidiaries, their stockholders equityholders and/or their respective affiliatesAffiliates. Each Loan Party Party, for itself and on behalf of its Subsidiaries, agrees that nothing in this Agreement or the Loan other 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 Loan Party, its respective stockholders Party or its respective affiliatesSubsidiaries, their equityholders or their Affiliates, on the other. Each Loan Party Party, for itself and on behalf of its Subsidiaries, acknowledges and agrees that: that (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan PartiesParties and their Subsidiaries, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or 105 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement fiduciary responsibility in favor of any Loan Party, its respective stockholders Party or its respective affiliates Subsidiaries, their equityholders or their 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 Loan Party, its respective stockholders Party or its respective Subsidiaries, their equityholders or their Affiliates on other matters) or any other obligation to any Loan Party or any of its Subsidiaries except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such any Loan PartyParty or any of its Subsidiaries, its respective managementtheir officers, stockholdersequityholders, creditors or any other Person. Each Loan Party Party, for itself and its Subsidiaries, acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 Loan Party, for itself and its Subsidiaries, 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 Loan Party or Subsidiary, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. Each of the Administrative Agent, the ArrangersAgents, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderAgent and the Lenders, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between any Agent and the Lenders, on the one hand, and the Loan PartiesParties and their respective Affiliates, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no none of the Agents or any Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Agent or any such Lender has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. To the fullest extent permitted by applicable Requirements of Law, each Loan Party waives any claim that it may have against any Lender with respect to any breach or alleged breach of fiduciary duty arising solely by virtue of this Agreement. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party further agrees that none of the Agents or any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and the Agents and the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates.

No Fiduciary Duty. Each of The Company and the other Loan Parties acknowledge and agree that the Administrative Agent, the Arrangers, each Lender, Lender and each Issuing Bank and of their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.13, the “LendersLender Parties”), may have economic interests that conflict with those of the Loan Parties, their Company or any of its stockholders and/or their respective affiliatesor Affiliates. Each Loan Party The Company agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any LenderLender Party, on the one hand, and such Loan Party, the Company or any of its respective stockholders or its respective affiliatesAffiliates, on the other. Each Loan Party The Company acknowledges and agrees that: that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the LendersLender Parties, on the one hand, and the Company and other Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender Party has assumed an advisory or fiduciary responsibility in favor of the Company or any Loan Party, of its respective stockholders or its respective affiliates Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Company or any Loan Party, of its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party the Company except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, Lender Party is acting solely as principal and not as the agent or fiduciary of such Loan Partythe Company or any of its Affiliates, its or any of their respective management, stockholdersstockholders or creditors, creditors or of any other Person. Each of the Company and each other Loan Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Company agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any other Loan Party, in connection with such transactions or the process leading thereto. The terms of this Section 11.13 are supplemental to, and not in derogation of, the provisions of Section 10.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliatesAffiliates. Each Holdings and the Borrower agree, on behalf of themselves and the other Loan Party agrees Parties, that nothing in the Loan Documents (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), all aspects of each transaction contemplated hereby 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 Loan Party, its equity holders or their respective stockholders or its respective affiliatesAffiliates, on the other. Each Holdings and the Borrower acknowledge and agree, on behalf of themselves and the other Loan Party acknowledges and agrees Parties, that: (ia) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) and the arranging and other services regarding this Agreement provided by any Lender are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its their respective 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 Loan Party, its respective stockholders or its their respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and Documents, (yii) each Lender, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such any Loan Party, its respective management, stockholders, creditors or any other PersonPerson and (iii) the Administrative Agent, each Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and their respective Affiliates, and no Agent or Lender has any obligation to disclose any of such interests Holdings, the Borrower or their respective Affiliates. Each Holdings and the Borrower acknowledge and agree, on behalf of themselves and the other Loan Party acknowledges and agrees Parties, that such each Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for and capable of making its own independent judgment with respect to such transactions and the process leading theretothereto and accepts the terms, risks and conditions of such transactions and the Loan Documents. To the fullest extent permitted by law, each of Holdings and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

No Fiduciary Duty. Each of the Administrative Agent, the Arrangerseach Arranger, each Lender, each Issuing Bank Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Loan Credit Parties, their stockholders equityholders and/or their respective affiliatesAffiliates. Each Loan Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Agent, Arranger or Lender, on the one hand, and such Loan Party, its respective stockholders Credit Party or its respective affiliatesequityholders or its Affiliates, on the other. Each Loan Party acknowledges The Credit Parties acknowledge and agrees that: agree that (ia) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Agents, Arrangers and Lenders, on the one hand, and the Loan Credit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no LenderAgent, in its capacity as such, Arranger or Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Credit Party, its respective stockholders equityholders or its respective 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 Agent, Arranger or Lender has advised, is currently advising or will advise any Loan Credit Party, its respective stockholders equityholders or its respective Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Credit Documents and (yii) each LenderAgent, in its capacity as such, Arranger and Lender is acting solely as principal and not as the agent or fiduciary of such Loan any Credit Party, its respective management, stockholdersequityholders, creditors or any other Person. Each Loan Credit Party acknowledges and agrees that such Loan Party it has consulted its own legal, tax 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 Agent, Arranger or 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 of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank 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 Loan Credit Parties, their stockholders and/or their respective affiliates. Each Loan Credit Party agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create (and Holdings and the Borrower, on behalf of themselves and each Subsidiary, expressly waives any claim to) an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan any Credit Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges The Credit Parties acknowledge and agrees agree that: (i) the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Partieseach Credit Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, Lender has assumed an advisory or fiduciary responsibility in favor of any Loan 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 Loan Credit Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Credit Party except the obligations expressly set forth in the Loan Credit Documents and (y) each Lender, in its capacity as such, Lender is acting solely as principal and not as the agent or fiduciary of such Loan Credit Party, its respective management, stockholders, creditors or any other Person. Each Loan Credit Party acknowledges and agrees that such Loan Credit Party has consulted its own legal, tax 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.