Common use of Nonliability of Lender Clause in Contracts

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any fiduciary relationship with or duty to any Credit Party arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Credit Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. Borrower agrees that Lender shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL LENDER HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Parties and Lender.

Nonliability of Lender. The relationship between Borrower among Loan Parties on the one hand and Lender on the other hand shall be solely that of borrower obligor and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Borrower agrees Each Loan Party agrees, on behalf of itself and each other Loan Party, that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR FOR, ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.. (Signature Page to Loan and Security Agreement)

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Borrower Each Loan Party agrees that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the bad faith, gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is soughtsought or from a material breach by such party of its obligations hereunder or under any other Loan Document. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.

Nonliability of Lender. The relationship between each Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s 's business or operations. Borrower Each Loan Party agrees that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.

Nonliability of Lender. The relationship between Borrower among the Borrowers on the one hand and Lender on the other hand shall be solely that of borrower Borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Party Borrower arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit PartiesBorrowers, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Party Borrower to review or inform any Credit Party Borrower of any matter in connection with any phase of any Credit PartyBorrower’s business or operations. Each Borrower agrees agrees, on behalf of itself and each other Borrower, that Lender shall have no liability to any Credit Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party Borrower in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party Lender from which recovery is sought. NO LENDER BORROWER OR LENDER SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY Table of Contents INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY BORROWER OR LENDER HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LENDER PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Parties Borrowers and Lender.. (Signature Page Follows) Table of Contents

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Party Borrower arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit PartiesBorrower, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Party to review or inform any Credit Party Borrower of any matter in connection with any phase of any Credit PartyBorrower’s business or operations. Borrower agrees that Lender shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party Borrower in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Parties Borrower and Lender.

Nonliability of Lender. The relationship between Borrower the Loan Parties on the one hand and Lender on the other hand shall be solely that of borrower borrower, guarantor or grantor (as applicable) and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Borrower Each Loan Party agrees that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL LENDER HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Borrower Each Loan Party agrees that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.

Nonliability of Lender. The relationship between Borrower Borrowers on the one hand and Lender on the other hand shall be solely that of borrower Borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Borrower Each Loan Party agrees that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.

Nonliability of Lender. The relationship between Borrower the Borrowers on the one hand and the Lender on the other hand shall be solely that of borrower and lender. The Lender does not have any fiduciary relationship with or duty to any Credit Party arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Credit Parties, on the one hand, and the Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Lender does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower agrees Agent agrees, on behalf of itself and each other Borrower, that the Lender shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by the Lender or among the Credit Parties and the Lender.

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s 's business or operations. Borrower Each Loan Party agrees that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any Xxxxxx has no fiduciary relationship with or duty to any Credit Party Borrower arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Partiesth Borrower, on the one hand, and LenderXxxxxx, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Party Borrower to review or inform any Credit Party Borrower of any matter in connection with any phase of any Credit PartyBorrower’s business or operations. Borrower agrees that Lender shall have no liability to any Credit Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party Borrower in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL LENDER HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Parties Xxxxxx and LenderBorrower.

Nonliability of Lender. The relationship between Borrower Borrowers on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Each Borrower agrees agrees, on behalf of itself and each other Loan Party, that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender. [Signature Page Follows.]

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any Lxxxxx has no fiduciary relationship with or duty to any Credit Party Borrower arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit PartiesBorrower, on the one hand, and LenderLxxxxx, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Party to review or inform any Credit Party Borrower of any matter in connection with any phase of any Credit PartyBorrower’s business or operations. Borrower Bxxxxxxx agrees that Lender shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party Borrower in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Bxxxxxxx acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Parties Borrower and Lender.

Nonliability of Lender. The relationship between the Borrower on the one hand and the Lender on the other hand shall be solely that of borrower and lender. Lender Xxxxxx does not have any fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Credit Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditorLoan Documents. Lender Xxxxxx does not undertake any responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that Lender shall not have no any liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, bad faith, breach of contract or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENTAGREEMENT (EXCEPT TO THE EXTENT THAT SUCH DAMAGES RESULT FROM THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BAD FAITH OR BREACH OF CONTRACT OF OR BY A LENDER PARTY), NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Borrower acknowledges that it has been advised by counsel (or has had the opportunity to be so advised) in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and the Lender.

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s 's business or operations. Borrower Pledgor agrees that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENTTHE LOAN DOCUMENTS, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, PLEDGOR HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Pledgor acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.

Nonliability of Lender. The relationship between Borrower Borrowers on the one hand and Lender on the other hand shall be solely that of borrower borrowers and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor debtors and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Borrower agrees Borrowers agree, on behalf of itself and each other Loan Party, that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is soughtsought (or any of its related Lender Parties). NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY OR ANY OTHER PARTY HERETO HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER BORROWERS ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY AND EACH LENDER PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower acknowledges Borrowers acknowledge that it has they have been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.

Nonliability of Lender. The relationship between Borrower the Borrowers on the one hand and the Lender on the other hand shall be solely that of borrower and lender. The Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and the Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Each Borrower agrees agrees, on behalf of itself and each other Loan Party, that the Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL THE LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by among the Lender or among the Credit Loan Parties and the Lender.

Nonliability of Lender. The relationship between Borrower the Company on the one hand and the Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and the Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s 's business or operations. Borrower agrees The Company agrees, on behalf of itself and each other Loan Party, that the Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER THE COMPANY ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by among the Lender or among the Credit Loan Parties and the Lender.

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any Xxxxxx has no fiduciary relationship with or duty to any Credit Party Borrower arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit PartiesBorrower, on the one hand, and LenderXxxxxx, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Party Borrower to review or inform any Credit Party Borrower of any matter in connection with any phase of any Credit PartyBorrower’s business or operations. Borrower agrees that Lender Xxxxxx shall have no liability to any Credit Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party Borrower in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY LENDER PARTY, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR LENDER SHALL BE LIABLE FOR ANY PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKSOUT OF, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH WITH, OR AS A RESULT OF, THIS AGREEMENT, NOR SHALL LENDER HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR LOAN DOCUMENT OR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY OTHER FINANCING AGREEMENT LOAN OR ARISING OUT LETTER OF ITS ACTIVITIES IN CONNECTION HEREWITH CREDIT, OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE)USE OF THE PROCEEDS THEREOF. Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Parties and Lender.NO LENDER PARTY SHALL BE

Nonliability of Lender. The relationship between Borrower the Borrowers on the one hand and the Lender on the other hand shall be solely that of borrower and lender. The Lender does not have any fiduciary relationship with or duty to any Credit Party arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Credit Parties, on the one hand, and the Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Lender does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower agrees Agent agrees, on behalf of itself and each other Borrower, that the Lender shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by the Lender or among the Credit Parties and the Lender.

Nonliability of Lender. The relationship between Borrower the Company on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party or Subsidiary arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit PartiesCompany and its Subsidiaries, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party or Subsidiary to review or inform any Credit Loan Party or Subsidiary of any matter in connection with any phase of any Credit Loan Party’s or any of their Subsidiaries’ business or operations. Borrower agrees Each Loan Party agrees, on behalf of itself and each of its Subsidiaries, that Lender shall have no liability to any Credit Loan Party or Subsidiary (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party or Subsidiary in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL LENDER HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTYOF ITS SUBSIDIARIES, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Parties Loan Parties, any of their Subsidiaries and Lender.

Nonliability of Lender. The relationship between Borrower Borrowers on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Borrower Each Loan Party agrees that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.Lender 77

Nonliability of Lender. The relationship between the Borrower on the one hand and the Lender on the other hand shall be solely that of borrower and lender. The Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and the Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that the Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL THE LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Borrower acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by with the Lender or among the Credit Loan Parties and the Lender.

Nonliability of Lender. The relationship between Borrower on the one hand and Lender on the other hand shall be solely that of borrower and lender. Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Lender does not undertake any undertakes no responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Borrower Each Loan Party agrees that Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and Lender.

Nonliability of Lender. The relationship between Borrower the Loan Parties on the one hand and the Lender on the other hand shall be solely that of borrower Loan Parties and lender. The Lender does not have any has no fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and the Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Lender does not undertake any responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. Borrower agrees Each Loan Party agrees, on behalf of itself and each other Loan Party, that the Lender shall have no liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL LENDER HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrower Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by Lender or among the Credit Loan Parties and the Lender.