Common use of No Fiduciary Duty Clause in Contracts

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). 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 (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree 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 Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Each Loan Party agrees and acknowledges that: (i) each Secured Party is acting solely as a principal and is not a financial advisor, agent or fiduciary, for the Loan Parties and or any of their respective Affiliates Affiliates, stockholders, creditors or employees or any other party; (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents ii) no Secured Party has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in any Loan Party’s or their respective Affiliates’ favor with respect to any of the Borrower, its securities holders transactions contemplated hereby (irrespective of whether any Secured Party has advised or is currently advising any Loan Party or its Affiliates on other matters) and no Secured Party has any obligation to the Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the those obligations expressly set forth herein; (iii) the Secured Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the Loan DocumentsParties or their respective Affiliates and the Secured Parties have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiv) each Lender Party is acting solely as principal and the Lenders have not as the agent provided any legal, accounting, regulatory or fiduciary tax advice in any jurisdiction with respect to any of the Borrowertransactions contemplated hereby and the Loan Parties have consulted their own legal, its managementaccounting, securities holders, creditors or any other Personregulatory and tax advisors to the extent they have deemed appropriate. The Borrower Each Loan Party acknowledges and agrees that it has consulted will consult with its own legal advisors concerning such matters and financial advisors to the extent it deemed appropriate and that it is shall be responsible for making its own independent judgment investigation and appraisal of the transactions contemplated hereby, and neither any Secured Party nor its Affiliates shall have any responsibility or liability to any Loan Party with respect thereto. Each Loan Party hereby waives and releases, to the fullest extent permitted by law, any claims that such Loan Party may have against the Secured Parties or their respective Affiliates with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoduty.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower 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 PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Loan Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents), and (y) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors holders or any other Personcreditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other hand. The Borrower acknowledges parties hereto 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 Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesLoan Parties. The Borrower Each of the Loan Parties 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 Lenders and any Lender Loan Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliates, on affiliates. Each of the other hand. The Borrower acknowledges Loan 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 Lender PartiesLenders, on the one hand, and each of the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Loan Party on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it Loan Parties has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each of the Loan Parties further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees Each of the Loan Parties agree 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 Borrowerany Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective branches and Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other Person. The Person and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to or any of their respective affiliates, stockholders, employees or creditors, on the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions one hand, and the process leading theretoLending Parties, on the other. The Borrower agrees that neither it will not nor Sponsor nor any of their respective affiliates shall make, and hereby waives, any claim against the Lending Parties based on an assertion that any Lender Lending Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, Sponsor or their respective affiliates, stockholders, employees or creditors. Nothing in connection with such transaction this Agreement or the process leading theretoother Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this Section 10.30

No Fiduciary Duty. The Credit Parties Each Agent, the Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees 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 Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other hand. The Borrower acknowledges parties hereto 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 Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Xxxxxx has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, the Collateral Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees 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 Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith with the transactions contemplated by the Credit Documents and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby by the Credit Documents (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 Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party in connection therewith except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees agree that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other hand. The Borrower acknowledges parties hereto 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 Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Arranger, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees 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 Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holders, equityholders or creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading theretothereto and, to the fullest extent permitted by law, hereby waives and releases any claims that it may have against any Lender Party 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. The Each Agent, each Syndication Agent, each Documentation Agent, each Joint Lead Arranger and Bookrunner, each Letter of Credit Parties Issuer, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each 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 Party, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges 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 Lender Parties, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holders, creditors stockholders or any other Personcreditors. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each 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 PartyAgent or Lender, on the one hand, and the Borrower, such Credit Party or its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees 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 Lender PartiesAgents and Lenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Agent or Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Agent or Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Agent and Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 or Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with any such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its Affiliates and their respective Affiliates stockholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective Affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the BorrowerBorrower or their respective Affiliates, its managementstockholders, securities holders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (i) a fiduciary duty (or other implied duty) on the party of any Lending Party to Borrower, any of their respective Affiliates, stockholders, employees or creditors, or any other Person or (ii) a fiduciary or agency relationship between Borrower or any of their respective Affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. The Borrower agrees that neither it nor any of its 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 or its respective Affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including Affiliates, stockholders, employees or creditors of Borrower) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agrees, and acknowledges its Subsidiaries’ understanding, that (i) no Credit Party will have any obligations except those obligations expressly set forth herein and in the transactions contemplated by the other Loan Documents (including and each Credit Party is acting solely in the exercise capacity of rights and remedies hereunder and thereunder) are arm’s-an arm’s length commercial transactions between contractual counterparty to the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates Borrower with respect to the Loan Documents and the transactions contemplated hereby (therein and not as a financial advisor or a fiduciary to, or an agent of, 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 Borrower, its securities holders or its Affiliates on other matters) Borrower or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading theretoperson. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any Lender legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has rendered advisory services of any nature or respectobligation to use in connection with the transactions contemplated by the Loan Documents, or owes a fiduciary or similar duty to furnish to the Borrower, in connection with such transaction or the process leading theretoconfidential information obtained from other companies.

No Fiduciary Duty. The Credit Parties Agents, each Issuing Bank and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto. In furtherance of the foregoing, no Hedge Agreement the obligations under which constitute Specified Hedge Agreement obligations and no other agreements the obligations under which constitute Cash Management Obligations, in each case will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement or any other Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedge Agreement or such agreement in respect of Cash Management Services shall be deemed to have appointed the applicable Administrative Agent to serve as administrative agent and the Collateral Agent to serve as collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, each Other Agent, each Lender and their respective Affiliates affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesBorrower or Holdings. The Each of the Borrower and Holdings 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 of the Lender Party, on the one hand, Parties and the Borrower, its securities holders Borrower or its Holdings or their respective shareholders or Affiliates, on . Each of the other hand. The Borrower and Holdings acknowledges and agrees 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 Lender Parties, on the one hand, and the BorrowerBorrower and Holdings, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction, each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower, Holdings or any other Loan Party or its management, stockholders, creditors or any other Person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders Holdings or its Affiliates any other Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders Holdings or its Affiliates any other Loan Party on other matters) or any other obligation to the Borrower Borrower, Holdings or any other Loan Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it Holdings has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each of the Borrower and Holdings 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 Each of the Borrower and Holdings 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 Borrower, Holdings or any other Loan Party in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor 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, Sponsor or their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this Section 9.18(c). Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Each Loan Party agrees and acknowledges that: (i) each Secured Party is acting solely as a principal and is not a financial advisor, agent or fiduciary, for the Loan Parties and or any of their respective Affiliates Affiliates, stockholders, creditors or employees or any other party; (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents ii) no Secured Party has assumed or otherwise will be deemed to create assume an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in any Loan Party’s or their respective Affiliates’ favor with respect to any of the Borrower, its securities holders transactions contemplated hereby (irrespective of whether any Secured Party has advised or is currently advising any Loan Party or its Affiliates on other matters) and no Secured Party has any obligation to the Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the those obligations expressly set forth herein; (iii) the Secured Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the Loan DocumentsParties or their respective Affiliates and the Secured Parties have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yiv) each Lender Party is acting solely as principal and the Lenders have not as the agent provided any legal, accounting, regulatory or fiduciary tax advice in any jurisdiction with respect to any of the Borrowertransactions contemplated hereby and the Loan Parties have consulted their own legal, its managementaccounting, securities holders, creditors or any other Personregulatory and tax advisors to the extent they have deemed appropriate. The Borrower Each Loan Party acknowledges and agrees that it has consulted will consult with its own legal advisors concerning such matters and financial advisors to the extent it deemed appropriate and that it is shall be responsible for making its own independent judgment investigation and appraisal of the transactions contemplated hereby, and neither any Secured Party or its Affiliates shall have any responsibility or liability to any Loan Party with respect thereto. Each Loan Party hereby waives and releases, to the fullest extent permitted by law, any claims that such Loan Party may have against the Secured Parties or their respective Affiliates with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services breach or alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading theretoduty.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesLoan Parties. The Borrower Each of the Loan Parties 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 Lenders and any Lender Loan Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliates, on affiliates. Each of the other hand. The Borrower acknowledges Loan 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 Lender PartiesLenders, on the one hand, and each of the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Loan Party on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it Loan Parties has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each of the Loan Parties further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees Each of the Loan Parties agree 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 Borrowerany Loan Party, in connection with such transaction or the process leading thereto.. 364-DAY CREDIT AGREEMENT

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). 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 (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree 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 Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, Issuing Bank, Lender, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliatesaffiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges 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 Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Arranger, each Lender, each Issuer and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, Borrower and its securities holders and/or their AffiliatesSubsidiaries. 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 Lender Party, on the one hand, Lenders and the Borrower, its securities holders stockholders or its Affiliates, on the other hand. The Borrower (for itself and on behalf of its Subsidiaries and Affiliates) 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 Lender PartiesLenders, on the one hand, and the BorrowerBorrower and its Subsidiaries, on the other, and (ii) in connection therewith and with the process leading theretoto such transactions each Lender is acting solely as a principal and not the agent or fiduciary of Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its Affiliates has advised, advised or is currently advising Borrower or will advise the Borrower, its securities holders or any of its Affiliates or Subsidiaries on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. The Borrower (for itself and on behalf of its Subsidiaries and Affiliates) 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 Borrower (for itself and on behalf of its Subsidiaries and Affiliates) 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 Borrower, Borrower or any of its Subsidiaries or Affiliates in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or stockholders or their respective Affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders Affiliates or its Affiliatestheir respective stockholders, on the other handother. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading thereto, (xii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders Affiliates or its Affiliates their respective stockholders, in each case, 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 Borrower, its securities holders stockholders or its their respective Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions contemplated hereby and the process leading thereto. 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 the Borrower, in connection with such transaction transactions contemplated hereby or the process leading thereto. The Borrower acknowledges no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Joint Lead Arrangers, the Agents and the Lenders or among the Borrower and the Lender Parties.

No Fiduciary Duty. The Credit Parties Each of the Agents, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliates. The Borrower 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 PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesAgent and Lenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Agent or Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Agent or Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Agent and Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Agent or Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges 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 Lender PartiesLenders, on the one hand, and the Borrowereach Credit Party, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Credit Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their respective Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower 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 (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree 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 Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Issuing Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges 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 Lender PartiesLenders, on the one hand, and the Borrowereach Credit Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Credit Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Parent, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementParent or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Parent, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Parent, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Parent 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, Parent or their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Parent) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Parent, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Parent and/or their respective affiliates, or (iii) have other relationships with Borrower, Parent and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Parent, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this Section 9.18(c). Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Parent or any of their respective affiliates or to use such information on behalf of Borrower, Parent or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Lender and their respective its Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their respective Affiliates. The Borrower 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 Partythe Lender, on the one hand, and the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesLenders, on the one hand, and the Borrowereach Loan Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no the Lender Party has not assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders 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 Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Loan Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has rendered advisory services of any nature or respect, or (solely in its capacity as such) owes a fiduciary or similar duty to the Borrower, such Loan Party in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesBorrowers. The Each Borrower agrees that that, except as expressly provided otherwise in Section 12.04(b)(iv), 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 the Lender Party, on the one hand, Parties and the BorrowerBorrowers, its securities holders stockholders or its Affiliates, on affiliates in connection with the other handtransactions contemplated hereby. The Borrower acknowledges Borrowers 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 Lender Parties, on the one hand, and the BorrowerBorrowers, on the other, and (ii) in connection therewith and with the process leading theretoto such transactions contemplated by the Loan Documents each of the Lender Parties is acting solely as a principal and not the fiduciary of each of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. The Each 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 the such Borrower, in connection with such transaction the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesLoan Parties. The Borrower Each of the Loan Parties 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 Lenders and any Lender Loan Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliates, on affiliates. Each of the other hand. The Borrower acknowledges Loan 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 Lender PartiesLenders, on the one hand, and each of the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Loan Party on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it Loan Parties has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each of the Loan Parties further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees Each of the Loan Parties agree 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 Borrowerany Loan Party, in connection with such transaction or the process leading thereto.. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

No Fiduciary Duty. The Credit Parties Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). 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 (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree 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 Lender Parties, on the one hand, and the Borrower, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this SectionSection 10.23, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliates. The Borrower Each 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 Party, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees 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 Lender Parties, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties parties hereto hereby acknowledge that each Agent, each Joint Lead Arranger, each Co-Manager, each Syndication Agent, each Documentation Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrowerany Loan Party, its securities holders stockholders and/or their respective Affiliates. The Borrower agrees agrees, on behalf of itself and each other Loan 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 PartyLender, on the one hand, and the Borrowerany Loan Party, its securities holders stockholders or its Affiliates, their respective Affiliates on the other hand. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonLoan Party. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan Party, that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees agrees, on behalf of itself and each other Loan Party, 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 Borrowerany Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or stockholders or their respective Affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders Affiliates or its Affiliatestheir respective stockholders, on the other handother. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders Affiliates or its Affiliates their respective stockholders, in each case, 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 Xxxxxx has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its their respective Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions contemplated hereby and the process leading thereto. 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 the Borrower, in connection with such transaction transactions contemplated hereby or the process leading thereto. The Borrower acknowledges no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Joint Lead Arrangers, the Agents and the Lenders or among the Borrower and the Lender Parties.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement and the other Loan Documents, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its Affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Guarantor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are transaction described herein is an arm’s-length commercial transactions between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementGuarantor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement or the other Loan Documents 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. 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 of their respective Affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan 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 that it has been advised that the Lending Parties are a financial services and asset management firm that provides certain financial and asset management services. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of Affiliates of Borrower, including Guarantor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Loan, (ii) be customers or competitors of Borrower, Guarantor and/or their respective Affiliates, or (iii) have other relationships with Borrower, Guarantor and/or their respective Affiliates. In addition, the Lending Parties may provide financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of Affiliates of Borrower, including Guarantor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this Section 9.23(c). Although the Lending Parties in the course of such other activities and relationships may acquire information about the Loan, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Guarantor or any of their respective Affiliates or to use such information on behalf of Borrower, Guarantor or any of their respective Affiliates (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement and the other Loan Documents and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. The Borrower agrees agree that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender PartyLender, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other hand. The Borrower acknowledges parties hereto 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 Lender PartiesLenders, on the one hand, and the BorrowerBorrower and the Guarantors, on the otherother hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Xxxxxx has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor 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, Sponsor or their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this Section 9.26(c). Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are arm’s-length Transaction is an arms’-length commercial transactions between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the part of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor 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, Sponsor or their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor 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, Sponsor of their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Arranger, each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges 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 Lender PartiesLenders, on the one hand, and the Borrowereach Credit Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Credit Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerBorrower Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Each Borrower 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 Party, on the one hand, and the Borrowersuch Borrower Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower 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 Lender Parties, on the one hand, and the BorrowerBorrower Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Borrower Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Borrower Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Borrower Party, its management, securities holdersstockholders, creditors or any other Person. The Each Borrower Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower 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 the Borrowersuch Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their equityholders and/or their Affiliatesaffiliates. The Borrower 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 PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders equityholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders equityholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Personperson. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Each Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower Party acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise extensions of rights and remedies hereunder and thereunder) are credit pursuant to this Agreement, is an arm’s-length commercial transactions transaction between the Lender Loan Parties, on the one hand, and the BorrowerAdministrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Administrative Agent, the Issuing Bank, the Swing Line Lender and each Lender is acting solely as a principal and not the agent or fiduciary of any Loan Party, (xiii) no none of the Administrative Agent, the Issuing Bank, the Swing Line Lender Party or any Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions extensions of credit contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any the Administrative Agent, the Issuing Bank, the Swing Line Lender Party or such Lender has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates such Loan Party on other matters) or any other obligation to the Borrower except any Loan Party other than the obligations expressly set forth in this Agreement and the other Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary none of the BorrowerAdministrative Agent, its managementthe Issuing Bank, securities holders, creditors the Swing Line Lender or any other Person. The Borrower acknowledges Lender have provided any legal, accounting, regulatory or tax advice with respect to the extensions of credit contemplated hereby and agrees that it each Loan Party has consulted its own legal legal, accounting, regulatory, 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. The Borrower Each Loan Party agrees that it will not claim that the Administrative Agent, the Issuing Bank, the Swing Line Lender, any Lender Party Lender, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, any Loan Party in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor 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, Sponsor or their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this Section 10.30(c). Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other Person. The Person and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to or any of their respective affiliates, stockholders, employees or creditors, on the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions one hand, and the process leading theretoLending Parties, on the other. The Borrower agrees that neither it will not nor Sponsor nor any of their respective affiliates shall make, and hereby waives, any claim against the Lending Parties based on an assertion that any Lender Lending Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, Sponsor or their respective affiliates, stockholders, employees or creditors. Nothing in connection with such transaction this Agreement or the process leading theretoother Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor 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, Sponsor of their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower 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 PartyLender, on the one hand, and the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesLenders, on the one hand, and the Borrowereach Loan Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Xxxxxx has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Loan Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender PartiesGroup” and each, a “Lender Group Member”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyGroup Member, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesGroup, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party Group Member has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Group Member has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party Group Member is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party Group Member has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesCredit Parties. The Borrower Each 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 Partythe Lenders, on the one hand, and the Borrowersuch Credit Party, its securities holders Subsidiaries, and any of their respective stockholders or its Affiliatesaffiliates, on the other hand. The Borrower Each Credit 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 Lender PartiesLenders, on the one hand, and the Borrowersuch Credit Party, its Subsidiaries and their respective affiliates, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of such Credit Party, its Subsidiaries or their respective affiliates, management, stockholders, creditors or any other person, (xiii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders Subsidiaries or its Affiliates their respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising or will advise the Borrowersuch Credit Party, its securities holders Subsidiaries or its Affiliates their respective affiliates on other matters) or any other obligation to the Borrower such Credit Party, its Subsidiaries or their respective affiliates except the obligations expressly set forth in the Loan Documents, Documents and (yiv) each Lender Party is acting solely as principal and not as the agent or fiduciary of the BorrowerCredit Party, its management, securities holders, creditors or any other Person. The Borrower acknowledges Subsidiaries and agrees that it has their respective affiliates have consulted its their own 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. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, its Subsidiaries or their respective affiliates in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Guarantor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementGuarantor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents or the Transaction 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. The 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 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 it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees 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 Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Issuing Bank each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Agreement Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each Loan Agreement 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 PartyParties, on the one hand, and the Borrowersuch Loan Agreement Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan Agreement 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 Lender Parties, on the one hand, and the BorrowerLoan Agreement Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Agreement Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Agreement Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Agreement Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Agreement Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Agreement Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Agreement Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Agreement Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each Agent, each Lender, each Letter of Credit Parties Issuer and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliatesaffiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges 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 arm’s‑length commercial transactions between the Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holders, creditors equity holders or any other Personcreditors. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Fronting Bank, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Credit Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. 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 Lender Credit Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower 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 Lender Credit Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Credit Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Fronting Bank, each Swing Line Lender, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Credit Parties”), may have economic interests that conflict with those of the BorrowerBorrowers, its securities holders their stockholders and/or their Affiliatesaffiliates. The Each 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 Lender Credit Party, on the one hand, and the such Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Borrowers 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 Lender Credit Parties, on the one hand, and the BorrowerBorrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of the any Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party has advised, is currently advising or will advise the any Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Credit Party is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, securities holdersstockholders, creditors or any other Person. The Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each Borrower agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerBorrower Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Each Borrower 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 PartyLender, on the one hand, and the Borrowersuch Borrower Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower 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 Lender PartiesLenders, on the one hand, and the BorrowerBorrower Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Borrower Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Borrower Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Borrower Party, its management, securities holdersstockholders, creditors or any other Person. The Each Borrower Party acknowledges and agrees that it has consulted its own legal 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. The Each Borrower 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 the Borrowersuch Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates stockholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are Transaction is an arm’s-length commercial transactions between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (a) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (b) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor 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, Sponsor of their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, the Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their equityholders and/or their Affiliates. The Borrower 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 PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Each Lender Parties”), Party may have economic interests that conflict with those of the Borrower, any Loan Party and its securities holders and/or their Affiliates. The Borrower agrees Loan Parties 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 Party, on the one hand, and the Borrower, its securities holders or any Loan Party and its Affiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree 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 each Lender PartiesParty, on the one hand, and the Borrowereach Loan Party, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or any Loan Party and its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders any Loan Party or any of its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowereach Loan Party, its management, securities holdersstockholders, creditors or any other PersonAffiliates thereof. The Borrower Each Loan Party acknowledges and agrees that it each Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. The Each 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 the any Borrower, in connection with such the transaction contemplated by the Loan Documents or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Issuing Bank and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerBorrowers, its their securities holders and/or their Affiliates. The Each 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 Lender Party, on the one hand, and the such Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges Borrowers 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 Lender Parties, on the one hand, and the BorrowerBorrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the any Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the any Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the any Borrower except the obligations expressly set forth in the Loan Documents, and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, securities holders, creditors or any other Person. The Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Each 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 the such Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the transaction described herein, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and its and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Borrower or any other Person or any of its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are transaction described herein is an arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading theretotransaction, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the BorrowerBorrower or its affiliates, its managementstockholders, securities holders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the transaction described herein or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the part of any Lending Party to Borrower, any of its affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Borrower or any of its affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor any of its 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 or its affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are full service financial services firms engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower as well as of other Persons that may (i) be involved in transactions arising from or relating to the transaction described herein, (ii) be customers or competitors of Borrower and/or its affiliates, or (iii) have other relationships with Borrower and/or its affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower or such other Persons. The transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the transaction described herein or other Persons that may be the subject of such transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower or any of its affiliates or to use such information on behalf of Borrower or any of its affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the transaction described herein and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Each 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 Party, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges 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 Lender Parties, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender "Lending Parties”), may ") have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are arm’sTransaction is an arm's-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the part of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor 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, Sponsor or their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account LOAN AGREEMENT – Page 120 and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are arm’s-length Transaction is an arms’-length commercial transactions transaction between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. The Borrower agrees that neither it nor Sponsor 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, Sponsor or their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerBorrowers, its securities holders and/or their stockholders or their respective Affiliates. The Each 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 Lender Party, on the one hand, and the any Borrower, its securities holders Affiliates or its Affiliatestheir respective stockholders, on the other handother. The Each Borrower 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 Lender Parties, on the one hand, and the BorrowerBorrowers, on the other, and (iib) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the BorrowerBorrowers, its securities holders their Affiliates or its Affiliates their respective stockholders, in each case, 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 Xxxxxx has advised, is currently advising or will advise the each Borrower, its securities holders stockholders or its their respective Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the any Borrower, its management, securities holdersstockholders, creditors or any other Person. The Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions contemplated hereby and the process leading thereto. The Each 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 the Borrower, in connection with such transaction transactions contemplated hereby or the process leading thereto. Each Borrower acknowledges no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Joint Lead Arrangers, the Agents and the Lenders or among the Borrowers and the Lender Parties.

No Fiduciary Duty. The Credit Parties Agents, each Issuing Bank and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), ) may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyParties, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 arm’s‑length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has Parties have assumed an any advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has Parties have advised, is are currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each the Lender Party is Parties are acting solely as principal principals and not as the agent agents or fiduciary fiduciaries of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any the Lender Party has Parties have rendered advisory services of any nature or respect, or owes owe a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto. In furtherance of the |US-DOCS\138541167.4141447058.7|| foregoing, no Hedge Agreement the obligations under which constitute Specified Hedge Agreement obligations and no other agreements the obligations under which constitute Cash Management Obligations, in each case will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement or any other Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedge Agreement or such agreement in respect of Cash Management Services shall be deemed to have appointed the applicable Administrative Agent to serve as administrative agent and the Collateral Agent to serve as collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

No Fiduciary Duty. The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Each Lender Parties”), Party may have economic interests that conflict with those of the Borrower, any Loan Party and its securities holders and/or their Affiliates. The Borrower agrees Loan Parties 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 Party, on the one hand, and the Borrower, its securities holders or any Loan Party and its Affiliates, on the other handother. The Borrower acknowledges Loan Parties acknowledge and agrees agree 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 each Lender PartiesParty, on the one hand, and the Borrowereach Loan Party, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or any Loan Party and its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders any Loan Party or any of its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowereach Loan Party, its management, securities holdersstockholders, creditors or any other PersonAffiliates thereof. The Borrower Each Loan Party acknowledges and agrees that it each Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. The Each 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 the any Borrower, in connection with such the transaction contemplated by the Loan Documents or the process leading thereto.. Table of Contents

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this SectionSection 10.23, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities their equity holders and/or their Affiliates. The Borrower Each 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 Party, on the one hand, and the Borrowersuch Credit Party, its securities equity holders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees 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 Lender Parties, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities equity holders or its Affiliates on other matters) or any other GS/Landec – Credit and Guaranty Agreement obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties or the Sponsor, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower Sponsor 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 PartyLender, on the one hand, and the BorrowerSponsor, any Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower Sponsor 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 Lender PartiesLenders, on the one hand, and the BorrowerSponsor and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the BorrowerSponsor, any Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the BorrowerSponsor, any Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower Sponsor, any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the BorrowerSponsor, any Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Sponsor acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Sponsor 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 BorrowerSponsor or any Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their respective Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower 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 (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree 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 Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each SPC and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower acknowledges 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 Lender PartiesLenders, on the one hand, and the Borrowereach Credit Party, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Credit Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it such Credit Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the transaction described herein, Xxxxxx has relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, accounting, tax and other information provided to, discussed with or reviewed by Lender for such purposes, and Xxxxxx does not assume any liability therefor or responsibility for the accuracy, completeness or independent verification thereof. Lender, its affiliates and its and their respective Affiliates equityholders and employees (collectively, solely for purposes of this Section, the “Lender Lending Parties”), may ) have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Borrower or any other Person or any of its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are transaction described herein is an arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading theretotransaction, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the BorrowerBorrower or its affiliates, its managementstockholders, securities holders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the transaction described herein or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the part of any Lending Party to Borrower, any of its affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Borrower or any of its affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Xxxxxxxx agrees that neither it nor any of its 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 or its affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are full service financial services firms engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower as well as of other Persons that may (i) be involved in transactions arising from or relating to the transaction described herein, (ii) be customers or competitors of Borrower and/or its affiliates, or (iii) have other relationships with Borrower and/or its affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower or such other Persons. The transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the transaction described herein or other Persons that may be the subject of such transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower or any of its affiliates or to use such information on behalf of Borrower or any of its affiliates. (d) Xxxxxxxx acknowledges and agrees that it Xxxxxxxx has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the transaction described herein and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. 103 The Credit Parties Administrative Agent, each Fronting Bank, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Credit Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their Affiliatesits affiliates. 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 Lender Credit Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower 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 Lender Credit Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Credit Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Credit Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Credit Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Credit Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender PartiesGroup” and each, a “Lender Group Member”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyGroup Member, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesGroup, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party Group Member has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Group Member has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party Group Member is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party Group Member has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Credit Agreement), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Facilities identified below (including any Letters of Credit, guarantees and Collateral included in such Facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement or any other Loan Document or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender PartiesGroup” and each, a “Lender Group Member”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyGroup Member, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesGroup, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party Group Member has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Group Member has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party Group Member is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party Group Member has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto. Section 2.01 Commitments and Term Loans1

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders stockholders and/or their its Affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders stockholders or its Affiliates, on the other handother. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. 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 the Borrower, in connection with such transaction transactions or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Company and each Subsidiary Borrower agrees 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 PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Company and each Subsidiary Borrower acknowledges acknowledge and agrees agree 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Company and each Subsidiary Borrower acknowledges acknowledge and agrees agree that it such Loan Party has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees Each of the Company and the Subsidiary Borrowers agree 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 Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each of the Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesrespective affiliates. The Borrower 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 PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders respective stockholders or its Affiliatesrespective affiliates, on the other handother. The Borrower 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders respective stockholders or its Affiliates respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders respective stockholders or its respective Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowersuch Loan Party, its respective management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it such Loan Party has consulted its own legal 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. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or stockholders or their respective Affiliates. 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 Lender Party, on the one hand, and the Borrower, its securities holders Affiliates or its Affiliatestheir respective stockholders, on the other handother. The Borrower 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 Lender Parties, on the one hand, and the Borrower, on the other, and (iib) in connection therewith and with the process leading thereto, (xii) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders Affiliates or its Affiliates their respective stockholders, in each case, 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 Borrower, its securities holders stockholders or its their respective Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary CHAR1\1740645v10 of the Borrower, its management, securities holdersstockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions contemplated hereby and the process leading thereto. 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 the Borrower, in connection with such transaction transactions contemplated hereby or the process leading thereto. The Borrower acknowledges no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Joint Lead Arrangers, the Agents and the Lenders or among the Borrower and the Lender Parties.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender PartiesGroup” and each, a “Lender Group Member”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyGroup Member, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesGroup, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party Group Member has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Group Member has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party Group Member is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party Group Member has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto. Bank of America, N.A. $ 90,500,000 Barclays Bank PLC $ 90,500,000 BNP Paribas $ 90,500,000 Citibank, N.A. $ 90,500,000 CoBank, ACB $ 60,000,000 Credit Suisse AG, Cayman Islands Branch $ 90,500,000 Deutsche Bank AG New York Branch $ 90,500,000 Xxxxxxx Xxxxx Bank USA $ 90,500,000 JPMorgan Chase Bank, N.A. $ 104,000,000 Xxxxxx Xxxxxxx Bank, N.A. $ 90,500,000 MUFG Union Bank, N.A. $ 90,500,000 Royal Bank of Canada $ 90,500,000 SunTrust Bank $ 90,500,000 Xxxxx Fargo Bank, N.A. $ 90,500,000 None. Subsidiaries1 Windstream Holding of the Midwest, Inc. (f/k/a ALLTEL Communication Holdings of the Midwest, Inc.)* Nebraska Windstream Accucomm Telecommunications, LLC (f/k/a Windstream Accucomm Telecommunications, Inc., f/k/a Accucomm Telecommunications, Inc.) Georgia Windstream Accucomm Networks, LLC (f/k/a Windstream Accucomm Networks, Inc., f/k/a Accucomm Networks, Inc.) Georgia Windstream Kentucky East, LLC (f/k/a Windstream Kentucky East, Inc., f/k/a Kentucky ALLTEL, Inc.) Delaware Windstream Communications, LLC (f/k/a Windstream Communications, Inc., f/k/a Alltel Holding Corporate Services, Inc.) Delaware Windstream Supply, LLC (f/k/a Windstream Supply, Inc., f/k/a ALLTEL Communications Products, Inc.)* Ohio Teleview, LLC (f/k/a Teleview, Inc.)* Georgia TriNet, LLC (f/k/a TriNet, Inc.) Georgia Windstream Alabama, LLC (f/k/a Windstream Alabama, Inc., f/k/a ALLTEL Alabama, Inc.) * Alabama Windstream Arkansas, LLC (f/k/a Windstream Arkansas, Inc., f/k/a ALLTEL Arkansas, Inc.)* Delaware Windstream North Carolina, LLC (f/k/a Windstream North Carolina, Inc., f/k/a ALLTEL Carolina, Inc.) North Carolina Windstream Florida, LLC (f/k/a Windstream Florida, Inc., f/k/a ALLTEL Florida, Inc.) Florida Windstream Kentucky West, LLC (f/k/a Windstream Kentucky West, Inc., f/k/a ALLTEL Kentucky, Inc.) Kentucky Windstream Mississippi, LLC (f/k/a Windstream Mississippi, Inc., f/k/a ALLTEL Mississippi, Inc.) Mississippi Windstream Missouri, LLC Delaware Oklahoma Windstream, LLC (f/k/a Oklahoma Windstream, Inc., f/k/a Oklahoma ALLTEL, Inc.)* Oklahoma Windstream New York, Inc. (f/k/a ALLTEL New York, Inc.) New York 1 * Denotes Guarantor Windstream Ohio, LLC (f/k/a Windstream Ohio, Inc., f/k/a ALLTEL Ohio, Inc.) Ohio Windstream Oklahoma, LLC (f/k/a Windstream Oklahoma, Inc., f/k/a ALLTEL Oklahoma, Inc.)* Delaware Windstream Pennsylvania, LLC (f/k/a Windstream Pennsylvania, Inc., f/k/a ALLTEL Pennsylvania, Inc.) Pennsylvania Windstream South Carolina, LLC (f/k/a Windstream South Carolina, Inc., f/k/a ALLTEL South Carolina, Inc.)* South Carolina Windstream Western Reserve, LLC (f/k/a Windstream Western Reserve, Inc., f/k/a The Western Reserve Telephone Company) Ohio Windstream Standard, LLC (f/k/a Windstream Standard, Inc., f/k/a Standard Telephone Company) Georgia Windstream Georgia Telephone, LLC (f/k/a Windstream Georgia Telephone Inc., f/k/a Georgia Telephone Corporation) Georgia Windstream Georgia Communications, LLC (f/k/a Windstream Georgia Communications Corp., f/k/a ALLTEL Georgia Communications Corp.) Georgia Georgia Windstream, LLC (f/k/a Georgia Windstream, Inc., f/k/a Georgia ALLTEL Telecom, Inc.) Michigan Windstream Georgia, LLC (f/k/a Windstream Georgia, Inc., f/k/a ALLTEL Georgia, Inc.) Georgia Texas Windstream, LLC (f/k/a Texas Windstream, Inc., f/k/a Texas ALLTEL, Inc.)* Texas Windstream Sugar Land, LLC (f/k/a Windstream Sugar Land, Inc., f/k/a Sugar Land Telephone Company)* Texas Windstream Iowa Communications, LLC* Delaware Valor Telecommunications of Texas, LLC* Delaware Windstream Southwest Long Distance, LLC* Delaware Southwest Enhanced Network Services, LLC* Delaware Windstream Lexcom Communications, LLC North Carolina Windstream Kerrville Long Distance, LLC* Texas Windstream Communications Kerrville, LLC* Texas Windstream Communications Telecom, LLC* Texas XXX, LLC Illinois D&E Communications, LLC* Delaware Equity Leasing, Inc.* Nevada PAETEC Holding, LLC Delaware Progress Place Realty Holding Company, LLC* North Carolina WaveTel NC License Corporation Delaware Windstream CTC Internet Services, Inc.* North Carolina Windstream Intellectual Property Services, Inc.* Delaware Windstream KDL, LLC Kentucky Windstream Leasing, LLC* Delaware Windstream NuVox, LLC Delaware Windstream NuVox Arkansas, LLC* Delaware Windstream NuVox Illinois, LLC* Delaware Windstream NuVox Indiana, LLC* Delaware Windstream NuVox Kansas, LLC* Delaware Windstream Missouri, LLC Delaware Windstream NuVox Ohio, LLC Delaware Windstream NuVox Oklahoma, LLC* Delaware Windstream NTI, LLC Wisconsin Windstream Norlight, LLC Kentucky Windstream Hosted Solutions, LLC* Delaware Windstream Finance Corp.* Delaware Windstream Systems of the Midwest, Inc. (f/k/a ALLTEL Systems of the Midwest, Inc.) Windstream Holding of the Midwest, Inc. Nebraska Windstream of the Midwest, Inc. (f/k/a ALLTEL Communications of the Midwest, Inc.) Windstream Holding of the Midwest, Inc. Nebraska Windstream Network Services of the Midwest, Inc. (f/k/a ALLTEL Network Services of the Midwest, Inc.)* Windstream Holding of the Midwest, Inc. Nebraska Windstream Nebraska, Inc. (f/k/a Alltel Nebraska, Inc.) Windstream Holding of the Midwest, Inc. Delaware Windstream Lexcom Entertainment, LLC* Windstream Lexcom Communications, LLC North Carolina Windstream Lexcom Long Distance, LLC* Windstream Lexcom Communications, LLC North Carolina Windstream Lexcom Wireless, LLC* Windstream Lexcom Communications, LLC North Carolina Norlight Telecommunications of Virginia, LLC* Windstream NTI, LLC Virginia Cinergy Communications Company of Virginia, LLC* Windstream Norlight, LLC Virginia Hosted Solutions Charlotte, LLC* Windstream Hosted Solutions, LLC Delaware Hosted Solutions Raleigh, LLC* Windstream Hosted Solutions, LLC Delaware Windstream D&E, Inc. D&E Communications, LLC Pennsylvania D&E Wireless, Inc. D&E Communications, LLC Pennsylvania D&E Networks, Inc.* D&E Communications, LLC Pennsylvania Windstream D&E Systems, LLC D&E Communications, LLC Delaware Conestoga Enterprises, Inc.* D&E Communications, LLC Pennsylvania D&E Management Services, Inc.* Windstream D&E, Inc. Nevada PCS Licenses, Inc.* D&E Wireless, Inc. Nevada Infocore, Inc. Conestoga Enterprises, Inc. Pennsylvania Windstream Conestoga, Inc. Conestoga Enterprises, Inc. Pennsylvania Conestoga Wireless Company Conestoga Enterprises, Inc. Pennsylvania Windstream Buffalo Valley, Inc. Conestoga Enterprises, Inc. Pennsylvania Conestoga Management Services, Inc.* Windstream Conestoga, Inc. Delaware Buffalo Valley Management Services, Inc.* Windstream Buffalo Valley, Inc. Delaware Heart of the Lakes Cable Systems, Inc.* Windstream Iowa Communications, LLC Minnesota IWA Services, LLC* Windstream Iowa Communications, LLC Iowa Windstream Xxxxx Solutions, Inc.* Windstream Iowa Communications, LLC Iowa Iowa Telecom Technologies, LLC* Windstream Iowa Communications, LLC Iowa Iowa Telecom Data Services, L.C.* Windstream Iowa Communications, LLC Iowa Windstream Lakedale, Inc.* Windstream Iowa Communications, LLC Minnesota Windstream Montezuma, LLC* Windstream Iowa Communications, LLC Iowa WIN Sales & Leasing, Inc.* Windstream Iowa Communications, LLC Minnesota Windstream Iowa-Comm, LLC* Windstream Iowa Communications, LLC Iowa Windstream Lakedale Link, Inc.* Windstream Iowa Communications, LLC Minnesota Windstream NorthStar, LLC* Windstream Iowa Communications, LLC Minnesota Windstream EN-TEL, LLC* Windstream Iowa Communications, LLC Minnesota Windstream SHAL Networks, Inc.* Windstream Iowa Communications, LLC Minnesota Windstream SHAL, LLC* Windstream Iowa Communications, LLC Minnesota Windstream Direct, LLC* Windstream Iowa Communications, LLC Minnesota Windstream IT-Comm, LLC Windstream Iowa-Comm, LLC Iowa Birmingham Data Link, LLC Windstream KDL, LLC Alabama Windstream KDL-VA, LLC* Windstream KDL, LLC Virginia KDL Holdings, LLC* Windstream KDL, LLC Delaware Nashville Data Link, LLC Windstream KDL, LLC Tennessee MPX, Inc. PAETEC Holding, LLC Delaware PAETEC, LLC PAETEC Holding, LLC Delaware Allworx Corp. PAETEC Holding, LLC Delaware PaeTec Communications of Virginia, LLC PAETEC, LLC Virginia PaeTec Communications, LLC PAETEC, LLC Delaware PAETEC Realty, LLC PAETEC, LLC New York Windstream Cavalier, LLC PAETEC, LLC Delaware XETA Technologies, Inc. PAETEC, LLC Oklahoma RevChain Solutions, LLC (this entity has a foreign presence as RevChain Solutions, LLC Sucursal Columbia) PAETEC, LLC Delaware US LEC Communications, LLC PAETEC, LLC North Carolina McLeodUSA Telecommunications Services, L.L.C. PAETEC, LLC Iowa McLeodUSA Information Services, LLC PAETEC, LLC Delaware US LEC of Florida, LLC PAETEC, LLC North Carolina US LEC of Georgia, LLC PAETEC, LLC Delaware US LEC of South Carolina, LLC PAETEC, LLC Delaware US LEC of Tennessee, LLC PAETEC, LLC Delaware US LEC of Alabama, LLC PAETEC, LLC North Carolina US LEC of Maryland, LLC PAETEC, LLC North Carolina US LEC of North Carolina, LLC PAETEC, LLC North Carolina US LEC of Pennsylvania, LLC PAETEC, LLC North Carolina US LEC of Virginia, LLC PAETEC, LLC Delaware PAETEC iTel, L.L.C. US LEC Communications, LLC North Carolina McLeodUSA Purchasing, L.L.C. McLeodUSA Telecommunications Services, L.L.C. Iowa Cavalier Telephone, L.L.C. Windstream Cavalier, LLC Virginia Talk America of Virginia, LLC Windstream Cavalier, LLC Virginia Talk America, LLC Windstream Cavalier, LLC Delaware The Other Phone Company, LLC Windstream Cavalier, LLC Florida Cavalier Services, LLC Windstream Cavalier, LLC Delaware Cavalier IP TV, LLC Windstream Cavalier, LLC Delaware SM Holdings, LLC (this entity has a foreign presence as RPK (B.V.A.) Limited in the British Virgin Islands Windstream Cavalier, LLC Delaware Intellifiber Networks, LLC Windstream Cavalier, LLC Xxxxxxxx Xxxxxxxx Telephone Mid-Atlantic, L.L.C. Cavalier Telephone, L.L.C. Delaware LDMI Telecommunications, LLC Talk America, LLC Michigan Network Telephone, LLC Talk America, LLC Florida Each subsidiary listed in Schedule 3.12 that is not denoted as a Guarantor is incorporated by reference into this Schedule 5.10. Each such subsidiary constitutes a regulated subsidiary, a Qualified PAETEC Group Member and/or an Insignificant Subsidiary. 1. Windstream Services, LLC (previously known as Windstream Corporation) – 7.875% Senior Notes due 2017 2. Windstream Services, LLC (previously known as Windstream Corporation) – 8.125% Senior Notes due 2018 3. Windstream Services, LLC (previously known as Windstream Corporation) – 7.75% Senior Notes due 2020 4. Windstream Services, LLC (previously known as Windstream Corporation) – 7.75% Senior Notes due 2021 5. Windstream Services, LLC (previously known as Windstream Corporation) – 7.50% Senior Notes due 2022 6. Windstream Services, LLC (previously known as Windstream Corporation) – 7.50% Senior Notes due 2023 7. Windstream Services, LLC (previously known as Windstream Corporation) – 6.375% Senior Notes due 2023 8. Paetec 2018 – 9.875% Notes due 2018 9. Cinergy Communications Company – 6.58% Notes due 2022

No Fiduciary Duty. The Credit Parties (a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, 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 accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective Affiliates stockholders and employees (collectively, solely for purposes of this Section, the “Lender "Lending Parties”), may ") have economic interests that conflict with those no obligation to conduct any independent evaluation or appraisal of the Borrowerassets or liabilities (including any contingent, its securities holders and/or derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their Affiliates. The Borrower agrees that nothing in the Loan Documents respective affiliates or otherwise will be deemed to create an advisory, fiduciary advise or agency relationship opine on any related solvency or fiduciary or other implied duty between any Lender Party, on the one hand, viability issues. (b) It is understood and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees agreed that (i) the transactions contemplated by Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (including ii) the exercise of rights and remedies hereunder and thereunder) are arm’sTransaction is an arm's-length commercial transactions between the Lender Lending Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents, and (yiii) each Lender Lending Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its managementSponsor or their respective affiliates, securities holdersstockholders, employees or creditors or any other PersonPerson and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (a) a fiduciary duty (or other implied duty) on the party of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (b) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor 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, Sponsor of their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty. (c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates. (d) Borrower acknowledges and agrees that it Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions this Agreement, the other Loan Documents, the Transaction and the process leading thereto. 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 the Borrower, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender Parties”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their respective Affiliates and/or their Affiliatesrespective stockholders (collectively, solely for purposes of this paragraph, the “Borrower Parties”). The Borrower 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 (other than any implied duty of good faith) between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliatesany Borrower Party, on the other handother. The Borrower acknowledges Lender Parties acknowledge and agrees agree that (ia) the transactions contemplated by the Loan Documents (including Documents(including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the BorrowerLoan Parties, on the other, other and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Borrower Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates any Borrower Party on other matters) or any other obligation to the any Borrower Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonBorrower Party. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 the Borrowerany Borrower Party, in connection with such transaction or the process leading thereto.

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

No Fiduciary Duty. The Credit Parties Each Agent, Lender and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”)Affiliates, may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower (on its own behalf and on behalf of the other Loan Parties) 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 Agent, Lender Partyor their respective Affiliates, on the one hand, and the Borrowerany Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower (on its own behalf and on behalf of the other Loan Parties) 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 each Agent, Lender Partiesand their respective Affiliates, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Agent, Lender Party or their respective Affiliates has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Agent, Lender Party or their respective Affiliates has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Agent, Lender Party and their respective Affiliates is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower (on its own behalf and on behalf of the other Loan Parties) acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower (on its own behalf and on behalf of the other Loan Parties) agrees that it will not claim that any Agent, Lender Party or their respective Affiliates has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities holders their stockholders and/or their Affiliatesaffiliates. The Borrower 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 PartyLender, on the one hand, and the Borrowersuch Loan Party, its securities holders stockholders or its Affiliatesaffiliates, on the other handother. The Borrower acknowledges Loan 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Arranger Party, the Administrative Agent, the Sustainability Coordinator, the Swingline Lender, each Issuing Bank and each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesBanks”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their AffiliatesLoan Parties. The Borrower 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 Party, on the one hand, Banks and the BorrowerLoan Parties, its securities holders their stockholders or its Affiliates, on the other handtheir affiliates. The Borrower 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 Lender PartiesBanks, on the one hand, and the BorrowerLoan Parties, on the other, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Banks is acting solely as a principal and not the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person, (xiii) no Lender Party Bank has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates any Loan Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party Bank or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its securities holders or its Affiliates any Loan Party on other matters) or any other obligation to the Borrower Loan Parties except the obligations expressly set forth in the Loan Documents, Documents and (yiv) each Lender Loan Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Loan Party agrees that it will not claim that any Lender Party Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the BorrowerLoan Parties, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, the Collateral Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their stockholders and/or their Affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders stockholders or its Affiliates, on the other handother. The Borrower acknowledges 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 Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders stockholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties Each Agent, the Syndication Agent, each Documentation Agent, each Arranger, each Lender and their respective Affiliates (collectively, solely for purposes of this SectionSection 9.23, the “Lender PartiesLenders”), may have economic interests that conflict with those of the BorrowerLoan Parties, its securities their equity holders and/or their Affiliates. 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 PartyLender, on the one hand, and the Borrower, its securities equity holders or its Affiliates, on the other hand. The Borrower hereby acknowledges and agrees 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities equity holders or its 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 Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities equity holders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Loan Party, its management, securities holdersstockholders, creditors or any other Person. The Borrower Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower 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 the Borrowersuch Loan Party, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Credit Parties parties hereto hereby acknowledge that each Agent, each Joint Lead Arranger, each Syndication Agent, each Documentation Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), may have economic interests that conflict with those of the Borrowerany Loan Party, its securities holders stockholders and/or their respective Affiliates. The Borrower agrees agrees, on behalf of itself and each other Loan 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 PartyLender, on the one hand, and the Borrowerany Loan Party, its securities holders stockholders or its Affiliates, their respective Affiliates on the other hand. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan 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 Lender PartiesLenders, on the one hand, and the BorrowerLoan Parties, on the otherother hand, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Loan Party, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Loan Party, its securities holders or its Affiliates on other matters) or any other obligation to the Borrower any Loan Party except the obligations expressly set forth in the Loan Documents, Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, securities holders, creditors or any other PersonLoan Party. The Borrower acknowledges and agrees agrees, on behalf of itself and each other Loan Party, that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees agrees, on behalf of itself and each other Loan Party, 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 Borrowerany Loan Party, in connection with such transaction or the process leading thereto. Xxxxxxx Xxxxx & Co. has been retained by the Borrower as financial advisor and Barclays Capital Inc. has been retained by Cerberus as financial advisor (each in such capacity, a “Financial Advisor”), in each case in connection with the potential sale of all or a portion of the businesses of the Borrower and its Subsidiaries, including the NAI Sale. Each party hereto agrees to such retention, and further 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 (x) on the one hand, the engagement of Xxxxxxx Sachs & Co, in its capacity as a Financial Advisor and, on the other hand, Xxxxxxx Xxxxx’ and its affiliates’ relationships with such party as described and referred to herein or (y) on the one hand, the engagement of Barclays Capital Inc., in its capacity as a Financial Advisor and, on the other hand, Barclays’ and its affiliates’ relationships with such party as described and referred to herein. Nothing in this Agreement shall affect the agreements and obligations between the Borrower and Xxxxxxx Sachs & Co. as a Financial Advisor.

No Fiduciary Duty. The Credit Parties Each Agent, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this Sectionparagraph, the “Lender PartiesLenders”), ) may have economic interests that conflict with those of the BorrowerCredit Parties, its securities holders their equityholders and/or their Affiliates. The Borrower Each 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 PartyLender, on the one hand, and the Borrowersuch Credit Party, its securities holders equityholders or its Affiliates, on the other handother. The Borrower acknowledges Credit Parties acknowledge and agrees 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 Lender PartiesLenders, on the one hand, and the BorrowerCredit Parties, on the other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrowerany Credit Party, its securities holders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrowerany Credit Party, its securities holders equityholders or its Affiliates on other matters) or any other obligation to the Borrower any Credit Party except the obligations expressly set forth in the Loan Documents, Credit Documents and (yii) each Lender Party is acting solely as principal and not as the agent or fiduciary of the Borrowerany Credit Party, its management, securities holdersequityholders, creditors or any other Person. The Borrower Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate and that it is 191 responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower Each Credit Party agrees that it will not assert, and hereby waives to the maximum extent permitted by applicable law, any claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrowersuch Credit Party, in connection with any such transaction or the process leading thereto.