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

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

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

Section # No Fiduciary Duty. (a) Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph,[Section 12.15], the “Lenders”“Lender Parties”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Each Loan PartyCompany. The Company agrees thatthat, 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 Lender, on the one hand,Lender Parties and such Loan Party,the Company, its stockholders or its Affiliates, onaffiliates in connection with the other.transactions contemplated hereby. The Loan Parties acknowledgeCompany acknowledges and agreeagrees that # the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’arm’s-length commercial transactions between the Lenders,Lender Parties, on the one hand, and the Loan Parties,Company, on the other, and # in connection therewith and with the process leading thereto,to 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 Company, its management, stockholders, creditors or any other person, # no Lender Party has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliatesthe Company with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised,advised or is currently advising or will advise any Loan Party, its stockholders or its Affiliatesthe Company on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and # each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders or creditors. Each Loan Party acknowledges and agrees that itCompany has consulted its own legal and financial advisors to the extent it deemed appropriateappropriate. The Company further acknowledges and agrees that it is responsible for making its own independent judgment with respect to suchthe transactions contemplated hereby and the process leading thereto. Each Loan PartyThe Company agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party,the Company, in connection with such transactionthe transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. Each Agent, each Lenderof the [[Consenting Lenders:Organization]] and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”“Banks”), may have economic interests that conflict with those of the Loan Parties,Obligors, their stockholders and/or their Affiliates. Each Loan PartyThe Borrower agrees that nothing in this Agreement or the other Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender,Bank, on the one hand, and such Loan Party, itsthe Obligors, their stockholders or itstheir Affiliates, on the other. The Loan Parties acknowledgeBorrower acknowledges and agreeagrees that # the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’arm’s-length commercial transactions between the Lenders,Banks, on the one hand, and the Loan Parties,Obligors, on the other, and # in connection therewith and with the process leading thereto, # no LenderBank has assumed an advisory or fiduciary responsibility in favor of any Loan Party,Obligor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any LenderBank has advised, is currently advising or will advise any Loan Party,Obligor, its stockholders or its Affiliates on other matters) or any other obligation to any Loan PartyObligor except the obligations expressly set forth in the Loan Documents and # each LenderBank is acting solely as principal and not as the agent or fiduciary of any Loan Party,Obligor, its management, stockholdersstockholders, creditors or creditors. Each Loan Partyany 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. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

Section # No Fiduciary Duty. EachThe Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”“[[Organization B:Organization]]”), may have economic interests that conflict with those of the Loan Parties, theirCompany, its stockholders and/or theirits Affiliates. Each Loan Party agreesThe Borrowers agree that nothing in the Loan Documentsthis Agreement or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party,the Company, its stockholders or its Affiliates, on the other. The Loan PartiesBorrowers acknowledge and agree that # the transactions contemplated by the Loan Documentsthis Agreement (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders,[[Organization B:Organization]], on the one hand, and the Loan Parties,Borrowers, on the other, and # in connection therewith and with the process leading thereto, # no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party,the Company, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party,the Company, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Partythe Borrowers except the obligations expressly set forth in the Loan Documentsthis Agreement and # each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party,the Company, its management, stockholdersstockholders, creditors or creditors. Each Loan Party acknowledgesany other Person. The Borrowers acknowledge and agreesagree that iteach has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agreesThe Borrowers agree that itthey will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar dutyduty, to such Loan Party,the Borrowers in connection with such transactiontransactions or the process leading thereto.

No Fiduciary Duty. Each Lead Manager, Arranger, each Agent, each Issuing Bank, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”“[[Organization B:Organization]]”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates.affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its Affiliates,affiliates, on the other. The Loan Parties acknowledge and agree that # the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’arm’s-length commercial transactions between the Lenders,[[Organization B:Organization]], on the one hand, and the Loan Parties, on the other, and # in connection therewith and with the process leading thereto, # no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliatesaffiliates with respect to the transactions contemplated hereby (oror the exercise of rights or remedies with respect thereto)thereto or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and # each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholdersstockholders, creditors or creditors.any other person. 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. Each Loan Party agrees that it will not claim that any LenderLender, Agent or Issuing Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

SECTION # No Advisory or Fiduciary Duty. Each Agent,Responsibility. In connection with all aspects of each Lender and their Affiliates (collectively, solely for purposestransaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of this paragraph, the “Lenders”)any other Loan Document), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Eacheach Loan Party acknowledges and agrees that nothing inthat: (i) (A) the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary orarranging and other implied dutyservices regarding this Agreement provided by ​ are arm’s-length commercial transactions between any Lender,the Borrower and its Affiliates, on the one hand, and such Loan Party, its stockholders or its Affiliates,​, on the other. Theother hand, # each Loan Parties acknowledgeParty has consulted its own legal, accounting, regulatory and agree thattax advisors to the extent it has deemed appropriate, and # each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (includingDocuments; (ii) (A) each of ​ is and has been acting solely as a principal and, except as expressly agreed in writing by the exerciserelevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of rightsits Affiliates, or any other Person and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and # in connection therewith and with the process leading thereto, # no Lender has assumed an advisoryany obligation to the Borrower or fiduciary responsibility in favorany of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except thethose obligations expressly set forth herein and in the other Loan DocumentsDocuments; and # each of ​ and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender is acting solely as principal and not ashas any obligation to disclose any of such interests to the agentBorrower or fiduciary of any Loan Party, its management, stockholders or creditors. EachAffiliates. To the fullest extent permitted by law, each Loan Party acknowledgeshereby waives and agreesreleases any claims 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 judgmentmay have against each of ​ with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory servicesbreach or alleged breach of any natureagency or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with suchany aspect of any transaction or the process leading thereto.contemplated hereby.

SECTION # No Advisory or Fiduciary Duty. Each Agent,Responsibility. In connection with all aspects of each Lendertransaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding that: (a) (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 Agents, the Lenders, the Issuing Banks, the Swing Line ​ and the Lead Arrangers on the one hand, and the Loan Parties and their Affiliates, on the other hand, # each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and # each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Agents, the Issuing Banks, the Swing Line ​ and the Lead Arrangers are and have been, and each ​ is and has been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, ​ or fiduciary for the Loan Parties, its stockholders or its Affiliates (collectively, solely for purposes(irrespective of this paragraph,whether any ​ has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters), or any other Person and # none of the “Lenders”)Agents, the Issuing Banks, the Swing Line ​, the Lead Arrangers nor any ​ has any obligation to the ​, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Agents, the Issuing Banks, the Swing Line ​, the Lead Arrangers, the Lenders and their respective Affiliates may havebe engaged in a broad range of transactions that involve economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates, and none of the Agents, the Issuing Banks, the Swing Line ​, the Lead Arrangers nor any ​ has any obligation to disclose any of such interests to the ​, Holdings or any of their respective Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender,​, on the one hand, and such Loan Party, its stockholders or its Affiliates,affiliates, on the other. TheTo the fullest extent permitted by law, each Loan Parties acknowledgeParty hereby waives and agreereleases any claims that #it may have against the transactions contemplated byAgents, the Loan Documents (includingIssuing Banks, the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions betweenSwing Line ​, the Lenders, on the one hand, and the Loan Parties, on the other, and # in connection therewith and with the process leading thereto, # no Lender has assumed an advisoryLead Arrangers or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates​ with respect to the transactions contemplated hereby (or the exerciseany breach or alleged breach of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and # each Lender is acting solely as principal and not as the agentagency or fiduciary of any Loan Party, its management, stockholders or creditors. 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. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with suchany aspect of any transaction or the process leading thereto.contemplated hereby.

SECTION # No Advisory or Fiduciary Duty. Each Agent,In connection with all aspects of each Lender and their Affiliates (collectively, solely for purposestransaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of this paragraph, the “Lenders”)any other Loan Document), may have economic interests that conflict with thoseeach of the Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand,Borrowers acknowledges and such Loan Party,agrees, and acknowledges its stockholders or its Affiliates, on the other. The Loan Parties acknowledge and agree that #Affiliates’ understanding, that: (i) (A) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder)hereunder) are arm’s-length commercial transactions between the Lenders,Borrowers and their respective Affiliates, on the one hand, and the Loan Parties,each Agent, Lender and their respective Affiliates, on the other,other hand, # each of the Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, # in connection therewitheach of the Borrowers is capable of evaluating, and withunderstands and accepts, the process leading thereto, # no Lender has assumed an advisory or fiduciary responsibility in favorterms, risks and conditions of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated hereby (orand by the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and # each Agent, Lender is acting solely as principal and not astheir respective Affiliates may have economic interest that conflict with those of the agent or fiduciary of any Loan Party, its management, stockholders or creditors. 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. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.Borrowers, their