Common use of Nonliability of Lenders Clause in Contracts

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the Arrangers, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, the Arrangers nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, the Arrangers, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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, bad faith or willful misconduct of, or breach of the Loan Documents by, the party from which recovery is soughtsought or any dispute solely between or among the Administrative Agent, the Arrangers, the LC Issuer and/or any Lender and not involving the Borrower, the Sponsors or their respective Affiliates. No party to this Agreement Neither the Administrative Agent, the Arrangers, the LC Issuer nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Agent Administrative Agent, the Arranger, any LC Issuer nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower them of any matter in connection with any phase of the Borrower’s business Borrowers’ businesses or operations. The Borrower agrees Borrowers agree that neither the Agent Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have liability to the Borrower Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 (x) the gross negligence or willful misconduct of the party from which recovery is soughtsought or (y) a material breach by such Person of its obligations under the Loan Documents. No party Except for consequential damages for breach of Section 9.11, which will only be sought from the breaching party, and solely to this Agreement the extent such consequential damages are awarded to the Borrowers pursuant to a final non-appealable judgment by a court of competent jurisdiction, neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have any liability with respect to, and each such party the Borrowers hereby waiveswaive, releases release and agrees agree not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided . It is agreed that nothing contained the Arranger shall, in this sentence shall limit its capacity as such, have no duties or responsibilities under the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or the transactions contemplated hereby any other Loan Document or thereby other than for direct in taking or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT. Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Agent nor any Lender no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Indemnitee shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, (i) any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby. The provisions of this Section 9.10 shall survive the gross negligence or willful misconduct termination of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, the LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, the LC Issuer nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided . It is agreed that nothing contained the Administrative Agent shall, in this sentence shall limit the Borrower’s indemnification obligations to the extent such specialits capacity as such, indirect, consequential have no duties or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with responsibilities under this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on the Administrative Agent in deciding to enter into this Agreement or the transactions contemplated hereby any other Loan Document or thereby other than for direct in taking or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Swing Line Lender, the Issuers and the Agent Agents on the other hand shall be solely that of borrower and lender. Neither None of either Agent, either Arranger, the Agent nor Swing Line Lender, any Lender or any Issuer shall have any fiduciary responsibilities to the Borrower. Neither None of either Agent, either Arranger, the Agent nor Swing Line Lender, any Lender or any Issuer undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither none of either Agent, either Arranger, the Agent nor Swing Line Lender, any Lender or any Issuer shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement None of either Agent, either Arranger, the Swing Line Lender, any Lender, any Issuer or any Related Party of any of the foregoing Persons shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit . None of either Agent, either Arranger, the Borrower’s indemnification obligations to Swing Line Lender, any Lender, any Issuer or any Related Party of any of the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee foregoing Persons shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from except to the extent such recipient receives such information due to the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthe party from which recovery is sought.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lenderlender (except to the extent expressly set forth in Section 15.17). Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH ANY E-SYSTEM OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE COMPANY ON BEHALF OF ITSELF AND EACH OTHER 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 LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than among the Loan Parties and the Lenders. E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF ADMINISTRATIVE AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY ADMINISTRATIVE AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS. Each Company and each Lender agrees that the Administrative Agent has no responsibility for direct maintaining or actual damages resulting from the gross negligence providing any equipment, software, services or willful misconduct of such Indemnitee as determined by a final and nonany testing required in connection with any electronic transmission or otherwise required for any E-appealable judgment of a court of competent jurisdictionSystem.

Nonliability of Lenders. The relationship between the Borrower Obligors and the Foreign Subsidiary Borrowers on the one hand and the Lenders Lenders, the LC Issuers and the Agent Agents on the other hand shall be solely that of borrower (and/or guarantor, as applicable) and lender. Neither None of the Agent nor Agents, the Arrangers, the LC Issuers or any Lender shall have any fiduciary responsibilities to the BorrowerObligors or the Foreign Subsidiary Borrowers. Neither None of the Agent nor Agents, the Arrangers, the LC Issuers or any Lender undertakes any responsibility to the Obligors or any Foreign Subsidiary Borrower to review or inform the Borrower Obligors or the Foreign Subsidiary Borrowers of any matter in connection with any phase of the any Obligor’s or Foreign Subsidiary Borrower’s business or operations. The Borrower agrees Obligors and the Foreign Subsidiary Borrowers agree that neither none of the Agent nor Agents, the Arrangers, the LC Issuers or any Lender shall have liability to the Borrower Obligors or the Foreign Subsidiary Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Obligors or the Foreign Subsidiary Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final final, non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct or breach of the obligations under the Loan Documents of the party from which recovery is sought. No party to this Agreement None of the Agents, the Arrangers, the LC Issuers or any Lender shall have any liability with respect to, and each such party the Obligors and the Foreign Subsidiary Borrowers hereby waiveswaive, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Obligors and the Foreign Subsidiary Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and Lenders, the Arrangers, the Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Agent, any Arranger or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Agent, any Arranger or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither none of the Agent nor Agent, any Arranger or any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is except to the extent determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from jurisdiction. Neither the gross negligence Agent, the Arranger or willful misconduct of any Lender nor the party from which recovery is sought. No party to this Agreement Borrower shall have any liability with respect to, and the Borrower (with respect to the Agent, the Arranger and each such party Lender) and the Agent, each Arranger and each Lender (with respect to the Borrower) hereby waives, releases and agrees not to xxx for, for any special, indirect, indirect or consequential or punitive damages suffered by any other such party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided provided, that nothing contained in this sentence shall limit in no way diminish the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionunder Section 9.6.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders Lenders, the LC Issuers, the Swing Line Lender and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the Arrangers, any LC Issuer, the Swing Line Lender nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Agent Administrative Agent, the Arrangers, any LC Issuer nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the Borrower’s Borrowers' business or operations. The Borrower agrees Borrowers agree that neither the Agent Administrative Agent, the Arrangers, any LC Issuer, the Swing Line Lender nor any Lender shall have liability to the Borrower Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, the Arrangers, any LC Issuer, the Swing Line Lender nor any Lender shall have any liability with respect to, and each such party of the Borrowers hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any other party hereto either Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower Loan Parties on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower or guarantor, as applicable, and lender. Neither the Administrative Agent nor any Lender shall have or other Secured Party has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders and other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender or any other Secured Party undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Loan Parties agree that neither the Administrative Agent nor any Lender or other Secured Party shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO SECURED PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY SECURED PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER REPRESENTATIVE ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Loan Parties acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Administrative Agent, Lenders or thereby among the Loan Parties and the Lenders and the Administrative Agent. The Loan Parties further acknowledge that each Lender or one or more of its affiliates may be a financial and securities firm and that such Lender or such affiliates may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of a Loan Party and its affiliates and of other than companies that may be the subject of the transactions contemplated by this Agreement. The Loan Parties further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between a Loan Party and the Secured Parties (or any of them) is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any Secured Party or its affiliates has advised or is advising any Loan Party on other matters, (b) the Secured Parties, on the one hand, and the Loan Parties, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor does any Loan Party rely on, any fiduciary duty on any Secured Party’s part, (c) each Loan Party is capable of evaluating and understanding, and each Loan Party understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Secured Parties have not provided any legal, accounting, regulatory or tax advice with respect to the transactions and each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and it is not relying on CIT for such advice, (e) the Loan Parties have been advised that the Secured Parties and their respective affiliates are or may be engaged in a broad range of transactions that may involve interests that differ from any Loan Party’s interests and that the Secured Parties and their respective affiliates have no obligation to disclose such interests and transactions to any Loan Party by virtue of any fiduciary, advisory or agency relationship, (f) the Loan Parties will not assert and waive, to the fullest extent not prohibited by law, any claims any Loan Party may have against any Secured Party or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty, and agree that the Secured Parties and their respective affiliates shall have no liability (whether direct or actual damages resulting from the gross negligence or willful misconduct indirect) to any Loan Party in respect of such Indemnitee as determined by a final fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any Loan Party, including a Loan Party’s stockholders, employees or creditors, and non-appealable judgment of a court of competent jurisdiction(g) should the Secured Parties or their respective affiliates have any other business with any Loan Party or any Loan Party’s affiliates, nothing herein shall limit or otherwise diminish such Loan Party’s or such Loan Party’s affiliates’ obligations thereunder or with respect thereto.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Swingline Lender, the LC Issuers, the Arrangers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any LC Issuer, Lender, Swingline Lender or Arranger shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent nor any LC Issuer, Lender, Swingline Lender or Arranger undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Administrative Agent nor any LC Issuer, Lender, Swingline Lender or Arranger shall have any liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final final, non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent nor any LC Issuer, Lender, Swingline Lender or Arranger shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Agent nor any Lender no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Indemnitee shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sxx for, (i) any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby. The provisions of this Section 9.10 shall survive the gross negligence or willful misconduct termination of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the L/C Issuer and the Agent Agents on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Agents, the Arranger, any Lender or the L/C Issuer shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Agents, the Arranger, any Lender or the L/C Issuer undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither none of the Agent nor Agents, the Arranger, any Lender or the L/C Issuer shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless (x) it is determined in a final final, non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is soughtsought or (y) such losses result from a claim brought by the Borrower against the Agents, any Lender or the L/C Issuer for breach in bad faith of such Person’s funding obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. No party to this Agreement None of the Agents, the Arranger, any Lender or the L/C Issuer shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Borrower arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. The Borrower agrees Borrowers agree that neither the Administrative Agent nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE INITIAL CLOSING DATE). The Borrowers acknowledge that they have been advised by their legal counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Borrowers and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lenderlender (except to the extent expressly set forth in Section 15.14). Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH FIRMEX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE COMPANY ON BEHALF OF ITSELF AND EACH OTHER 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 LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, the Arranger, the LC Issuer, any Lender, nor any other Indemnified Party shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnification indemnity obligations to under Section 9.6(b). It is agreed that the extent such specialArranger shall, indirectin its capacity as such, consequential have no duties or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from responsibilities under the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or the transactions contemplated hereby any other Loan Document or thereby other than for direct in taking or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the Arrangers, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, the Arrangers nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, the Arrangers, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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, bad faith or willful misconduct of, or breach of the Loan Documents by, the party from which recovery is soughtsought or any dispute solely between or among the Administrative Agent, the Arrangers, the LC Issuer and/or any Lender and not involving Holdco, the Borrower, the Sponsors or their respective Affiliates. No party to this Agreement Neither the Administrative Agent, the Arrangers, the LC Issuer nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower Loan Parties on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower or guarantor, as applicable, and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Loan Parties agree that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 REPRESENTATIVE ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Loan Parties acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Agents, Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders and the Agents.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither no Indemniteenone of the Administrative Agent nor (and any sub-agent thereof), the LC Issuers, the Lenders, the Swingline Lender or any Related Party of any of the foregoing persons (each such person being called a “Released Person”) shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement IndemniteeReleased Person shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sue for, (i) any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby. The provisions of this Section 9.9 shall survive the gross negligence or willful misconduct termination of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, any Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, any Arranger, any LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, any Arranger, any LC Issuer, any Lender nor any Loan Party shall have any liability with respect to, and each such party hereto hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other such party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall not limit the Borrower’s any indemnification obligations of the Borrower pursuant to Section 9.6(b). It is agreed that each Arranger shall, in its capacity as such, have no duties or responsibilities under the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on any Arranger in deciding to enter into the Agreement or the transactions contemplated hereby any other Loan Document or thereby other than for direct in taking or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower Each Loan Party agrees that neither the Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR, ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent and the Issuing Lender on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent , the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party or Guarantor arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties and the Guarantors, on the one hand, and the Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit nor any Lender undertakes any responsibility to the Borrower any Loan Party or Guarantor to review or inform the Borrower any Loan Party or Guarantor of any matter in connection with any phase of the Borrowerany Loan Party’s or Guarantor’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party and Guarantor, that neither the Agent Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit nor any Lender shall have liability to the Borrower any Loan Party or Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party or Guarantor in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY OR LOAN PARTY OR GUARANTOR SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY OR LOAN PARTY OR GUARANTOR HAVE ANY LIABILITY WITH RESPECT TO, EXCEPT AS A RESULT OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties, Guarantors and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to the BorrowerCompany arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Company, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower Company to review or inform the Borrower Company of any matter in connection with any phase of the BorrowerCompany’s business or operations. The Borrower Company agrees that neither the Administrative Agent nor any Lender shall have liability to the Borrower Company (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Company in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Company and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Company and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower under the Loan Documents. Neither the Agent Administrative Agent, the Arranger, any LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 (a) the gross negligence or negligence, bad faith, willful misconduct or (b) material breach of the Loan Documents (as determined pursuant to a claim asserted by the Borrower, whether as a claim, counterclaim or otherwise) of or by the party from which recovery is sought. No party sought or (c) a dispute among the Lenders not arising from an act or omission of the Borrower or any of its Affiliates (other than a dispute involving a claim against a Lender for its acts or omissions in its capacity as an arranger, bookrunner, agent or similar role in respect of the credit facilities evidenced by this Agreement, except, with respect to this Agreement clause (c), to the extent such acts or omissions are determined by a court of competent jurisdiction by final and non-appealable judgment to have constituted the willful misconduct, bad faith or gross negligence of such Lender in such capacity). Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnification indemnity obligations to under Section 9.5(b). It is agreed that the extent such specialArranger shall, indirectin its capacity as such, consequential have no duties or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from responsibilities under the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or the transactions contemplated hereby any other Loan Document or thereby other than for direct in taking or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower Agent (a) agrees that neither the Agent nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a judgment of a court of competent jurisdiction that is binding on the Agent, or such Lender, final and not subject to review on appeal, that such losses resulted from were the result of acts or omissions on the part of the Agent or such Lender, as the case may be, constituting gross negligence or negligence, willful misconduct or knowing violations of law and (b) to the party from which recovery extent permitted by law waives, releases and agrees not to sue xxxn any claim against the Agent or any Lender (whether sounding in tort, contract or otherwise) except a claim based upon gross negligence, willful misconduct or knowing violations of law. Whether or not such damages are related to a claim that is sought. No party subject to this Agreement the waiver effected above and whether or not such waiver is effective, neither the Agent nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx forsue xxx, any special, indirect, indirect or consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents transactions contemplated or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit relationship established by the Borrower’s indemnification obligations to the extent such specialLoan Documents, indirector any act, consequential omission or punitive damages are included in any third party claim event occurring in connection with which such Indemnitee therewith, unless it is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court that is binding on the Agent or such Lender, as the case may be, final and not subject to review on appeal, that such damages were the result of competent jurisdictionacts or omissions on the part of the Agent or such Lender, as the case may be, constituting gross negligence, willful misconduct or knowing violations of law.

Nonliability of Lenders. The relationship between the Borrower on the one hand and Lenders, the Lenders Issuing Bank and the Agent on the other hand shall be solely that of borrower debtor and lendercreditor. Neither Agent, Arranger, the Agent Issuing Bank nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower or any of its Subsidiaries. Neither Agent, Arranger, the Agent Issuing Bank nor any Lender undertakes any responsibility to the Borrower or any of its Subsidiaries to review or inform the Borrower or any of its Subsidiaries of any matter in connection with any phase of the Borrower’s 's or any of its Subsidiaries' respective business or operations. The Borrower agrees that neither Agent, Arranger, the Agent Issuing Bank nor any Lender shall have liability to the Borrower or any if its Subsidiaries (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any of its Subsidiaries in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan DocumentsFinancing 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither Agent, Arranger, the Issuing Bank nor any Lender shall have any liability with respect to, and each such party Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by Borrower or any other party hereto of its Subsidiaries in connection with, arising out of, or in any way related to the Loan Documents Financing Agreements or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of the borrower and lender. Neither the Agent Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any LC Issuer nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided . It is agreed that nothing contained each Arranger, each Co-Syndication Agent and each Co-Documentation Agent shall, in this sentence shall limit its capacity as such, have no duties or responsibilities under the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on any Arranger, any Co-Syndication Agent or any Co-Documentation Agent in deciding to enter into the transactions contemplated hereby Agreement or thereby any other than for direct Loan Document or actual damages resulting from the gross negligence in taking or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Related Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Related Parties, on the one hand, and the Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent nor any Lender undertakes any responsibility to the Borrower any Related Party to review or inform the Borrower any Related Party of any matter in connection with any phase of the Borrowerany Related Party’s business or operations. The Borrower agrees Borrowers agree, on behalf of themselves and each other Related Party, that neither the Agent nor any Lender shall have liability to the Borrower any Related Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Related Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER RELATED PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER 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 shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Each Borrower agrees agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER 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 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 shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower Companies on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Each Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH COMPANY ON BEHALF OF ITSELF AND EACH OTHER 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 LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower Loan Parties on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower or guarantor, as applicable, and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Loan Parties agree that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Loan Parties acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby Transactions among the Agents, Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders and the Agents.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Each Borrower agrees agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER 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 shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Issuers and the Agent Agents on the other hand shall be solely that of borrower and lender. Neither the Agent nor None of either Agent, either Arranger, any Lender or any Issuer shall have any fiduciary responsibilities to the Borrower. Neither the Agent nor None of either Agent, either Arranger, any Lender or any Issuer undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor none of either Agent, either Arranger, any Lender or any Issuer shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement None of either Agent, either Arranger, any Lender, any Issuer or any Related Party of any of the foregoing Persons shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit . None of either Agent, either Arranger, any Lender, any Issuer or any Related Party of any of the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee foregoing Persons shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby, except to the extent such recipient receives such information due to the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthe party from which recovery is sought.

Nonliability of Lenders. The relationship between the Borrower Loan Parties on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower or guarantor, as applicable, and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Loan Parties agree that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 REPRESENTATIVE ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Loan Parties acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Agents, Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders and the Agents.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Agent Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sue for, any specialincidental, indirect, consequential xxemplary, consequential, special or punitive damages, or for any loss of revenue, profits, capital or business or wasted management time, even if such Person is made aware of the possibility of such damages or they are foreseeable, suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations , except to the extent such specialthe Borrower, its Subsidiaries or Affiliates is subject to a final, nonappealable judgment for claims for incidental, indirect, consequential consequential, special or punitive damages by other Persons to the extent they are included in any third party claim in connection with which such Indemnitee is entitled attributable to indemnification hereunder. No Indemnitee shall be liable for any damages arising from actions of the use by unintended recipients of any information Administrative Agent, the Arranger, a Lender or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionan LC Issuer.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by any other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent and the Issuing Lender on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent , the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party or Guarantor arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties and the Guarantors, on the one hand, and the Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit nor any Lender undertakes any responsibility to the Borrower any Loan Party or Guarantor to review or inform the Borrower any Loan Party or Guarantor of any matter in connection with any phase of the Borrowerany Loan Party’s or Guarantor’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party and Guarantor, that neither the Agent Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing Letters of Credit nor any Lender shall have liability to the Borrower any Loan Party or Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party or Guarantor in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY OR LOAN PARTY OR GUARANTOR SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY OR LOAN PARTY OR GUARANTOR HAVE ANY LIABILITY WITH RESPECT THERETO, EXCEPT AS A RESULT OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct Loan Parties, Guarantors and the Lenders. (D) To amend and restate Annex A and Annex B to the Credit Agreement in their respective entireties in the forms of such Indemnitee as determined by a final Schedule A and non-appealable judgment of a court of competent jurisdictionSchedule B to this First Amendment.

Nonliability of Lenders. The relationship between the Borrower Co-Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Co-Borrowers agree, on behalf of themselves and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 CO-BORROWERS ON BEHALF OF THEMSELVES AND EACH OTHER LOAN PARTY, HEREBY WAIVE, RELEASE AND AGREE NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Co-Borrowers acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages which they are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Each Borrower agrees agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER 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 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 shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Loan Parties on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender, respectively. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties , on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor, respectively. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Each Loan Party agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 resulting from the gross negligence or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH LOAN PARTY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuer and the Designated Agent on the other hand shall be solely that of the borrower and lender. Neither the Agent Designated Agent, the Arrangers, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Designated Agent, the Arrangers, any LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Designated Agent, the Arrangers, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Designated Agent, the Arrangers, any LC Issuer nor any Lender shall have 4887-5363-3879v24887-5363-3879v.5 any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided . It is agreed that nothing contained the Arrangers shall, in this sentence shall limit its capacity as such, have no duties or responsibilities under the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on the Arrangers in deciding to enter into the Agreement or the transactions contemplated hereby any other Loan Document or thereby other than for direct in taking or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders Agent and the Agent Lenders on the other hand shall be solely that of borrower and lender. Neither the Agent nor any the Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Agent and the Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Borrowers agree, on behalf of themselves and each other Loan Party, that neither the Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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, bad faith or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWERS ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrowers acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lender or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Borrowers agree, on behalf of themselves and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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, bad faith or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER 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 shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower any Loan Party on the one hand and the Lenders Lenders, the LC Issuer, and the Agent on the other hand shall be solely that of borrower debtor and lendercreditor. Neither the Agent Agent, the Arrangers, the LC Issuer, nor any Lender shall have any fiduciary responsibilities to the Borrowerany Loan Party. Neither the Agent Agent, the Arrangers, the LC Issuer, nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower such Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Loan Parties agree that neither the Agent Agent, the Arrangers, the LC Issuer, nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract contract, or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Agent, the Arrangers, the LC Issuer, any Lender, nor the Borrower and its Subsidiaries shall have any liability with respect to, and each such party Person hereby waives, releases releases, and agrees not to xxx for, any special, indirect, consequential consequential, or punitive damages suffered by any other party hereto such Person in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained thereby (other than, in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients case of any information Loan Party, in respect of any such damages incurred or other materials distributed paid by an indemnified Person specified in Section 9.5(b) to a third party). Each Loan Party hereby acknowledges that each of the Agent, the LC Issuer, the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from (or may conflict with) those of such Loan Party and its Affiliates, and none of the Agent, the LC Issuer, any Lender, or any of their respective Affiliates has any obligation to disclose any of such interests to such unintended recipients by such Indemnitee through telecommunications, electronic Loan Party or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionits Affiliates.

Nonliability of Lenders. The relationship between the Borrower on the one hand Borrowers and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Agent nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the Borrower’s Borrowers' business or operations. Each of the Borrowers shall rely entirely upon its own judgment with respect to its business, and any review, inspection, or supervision of, or information supplied to the Borrowers by the Agent or the Lenders is for the protection of the Agent and the Lenders and neither the Borrowers nor any other Person is entitled to rely thereon. The Borrower agrees Borrowers (a) agree that neither the Agent nor any Lender shall have liability to the Borrower Borrowers (whether sounding in tort, contract contract, or otherwise) for losses suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission omission, or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a judgment of a court of competent jurisdiction that is binding on the Agent, or such Lender, final and not subject to review on appeal, that such losses resulted from were the result of acts or omissions on the part of the Agent or such Lender, as the case may be, constituting gross negligence or willful misconduct of the party from which recovery is sought. No party Whether or not such damages are related to this Agreement a claim that is subject to the waiver effected above and whether or not such waiver is effective, neither the Agent nor any Lender shall have any liability with respect to, and each such party the Borrowers hereby waiveswaive, releases release, and agrees agree not to xxx forsue xxx, any special, indirect, indirect or consequential or punitive damages suffered by any other party hereto the Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit thereby or the Borrower’s indemnification obligations to relationship established by the extent such specialLoan Documents, indirector any act, consequential omission, or punitive damages are included in any third party claim event occurring in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictiontherewith.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any MPW Company arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the MPW Companies, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any MPW Company to review or inform the Borrower any MPW Company of any matter in connection with any phase of the Borrowerany MPW Company’s business or operations. The Borrower agrees Borrowers agree, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any MPW Company (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any MPW Company in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 BORROWERS HEREBY WAIVE, RELEASE AND AGREE NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF THEIR ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Borrowers acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final MPW Companies and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Parry (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER 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 LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Agent and the Syndication Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Arranger, the LC Issuer, the Syndication Agent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent, the Arranger, the LC Issuer, the Syndication Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Agent, the Arranger, the LC Issuer, the Syndication Agent nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Agent, the Arranger, the LC Issuer, the Syndication Agent nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction9.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lenderlender (except to the extent expressly set forth in Section 15.15). Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company each agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER 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 LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company each acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, any Initial Lender Affiliate, or any Lender shall have any fiduciary responsibilities to Borrower, Parent Guarantor or any Subsidiary Guarantor. None of the Borrower. Neither the Agent nor Administrative Agent, any Initial Lender Affiliate, or any Lender undertakes any responsibility to the Borrower Borrower, Parent Guarantor or any Subsidiary Guarantor to review or inform the Borrower Borrower, Parent Guarantor or any Subsidiary Guarantor of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither none of the Agent nor Administrative Agent, any Initial Lender Affiliate, or any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement None of the Administrative Agent, any Initial Lender Affiliate, or any Lender shall have any liability with respect to, and each such party Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, indirect or consequential or punitive damages suffered by Borrower, Parent Guarantor or any other party hereto Subsidiary Guarantor in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Syndication Agent and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Agent, the Syndication Agent, any Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Agent, the Syndication Agent, any Arranger nor any Lender undertakes any responsibility to the Borrower or the Parent Guarantor to review or inform the Borrower or the Parent Guarantor of any matter in connection with any phase of the Borrower’s or the Parent Guarantor’s business or operations. The Parent Guarantor and the Borrower agrees agree that neither the Agent Agent, the Syndication Agent, any Arranger nor any Lender shall have liability to the Parent Guarantor or the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Parent Guarantor or the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in Table of Contents 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither Agent, the Syndication Agent, any Arranger nor any Lender shall have any liability with respect to, and each such party the Parent Guarantor and the Borrower hereby waiveswaive, releases release and agrees agree not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any other party hereto the Parent Guarantor or the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party or LSV arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties or LSV, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party or LSV to review or inform the Borrower any Loan Party or LSV of any matter in connection with any phase of the Borrowerany Loan Party’s or LSV’s business or operations. The Borrower agrees Company and LSV each agree, on behalf of itself and each other Loan Party or LSV, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party or LSV (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party or LSV in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY AND LSV ON BEHALF OF ITSELF AND EACH OTHER 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 LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company and LSV each acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties, LSV and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor any Lender no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Indemnitee shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, (i) any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct thereby. The provisions of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.this Section

Nonliability of Lenders. The relationship between the Borrower Companies on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrower’s any Loan Party's business or operations. The Borrower agrees Each Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Grantors and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. . The relationship between the Borrower on the one hand and the Lenders Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor any Lender no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Indemnitee shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sxx for, (i) any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby. The provisions of this Section 9.10 shall survive the gross negligence or willful misconduct termination of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, any Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, any Arranger, any LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, any Arranger, any LC Issuer, any Lender nor any Loan Party shall have any liability with respect to, and each such party hereto hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by any other such party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall not limit the Borrower’s any indemnification obligations of the Borrower pursuant to Section 9.6(b). It is agreed that each Arranger shall, in its capacity as such, have no duties or responsibilities under the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on any Arranger in deciding to enter into the Agreement or the transactions contemplated hereby any other Loan Document or thereby other than for direct in taking or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement shall have any liability with respect toNO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, and each such party hereby waivesNOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, releases and agrees not to xxx forAND BORROWER ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, any specialHEREBY WAIVES, indirectRELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, consequential or punitive damages suffered by any other party hereto in connection withPUNITIVE, arising out ofEXEMPLARY, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, the Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, the Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, the Arranger nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained . The Arranger shall, in this sentence shall limit its capacity as such, have no duties or responsibilities under the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or the transactions contemplated hereby any other Loan Document or thereby other than for direct in taking or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower Loan Parties on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and guarantor and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any UTi Group Company arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any UTi Group Company to review or inform the Borrower any UTi Group Company of any matter in connection with any phase of the Borrowerany UTi Group Company’s business or operations. The Borrower Each Loan Party agrees that neither the Administrative Agent nor any Lender shall have liability to the Borrower any UTi Group Company (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any UTi Group Company in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SUX XOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, any Initial Lender Affiliate, or any Lender shall have any fiduciary responsibilities to Borrower, Parent Guarantor or any Subsidiary Guarantor. None of the Borrower. Neither the Agent nor Administrative Agent, any Initial Lender Affiliate, or any Lender undertakes any responsibility to the Borrower Borrower, Parent Guarantor or any Subsidiary Guarantor to review or inform the Borrower Borrower, Parent Guarantor or any Subsidiary Guarantor of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither none of the Agent nor Administrative Agent, any Initial Lender Affiliate, or any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement None of the Administrative Agent, any Initial Lender Affiliate, or any Lender shall have any liability with respect to, and each such party Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by Borrower, Parent Guarantor or any other party hereto Subsidiary Guarantor in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by any other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee Xxxxxxxxxx is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower and the Borrowing Subsidiaries on the one hand and the Lenders Lenders, the Agent and the Collateral Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Arranger, the Collateral Agent nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower or any Borrowing Subsidiary. Neither the Agent, the Arranger, the Collateral Agent nor any Lender undertakes any responsibility to the Borrower or any Borrowing Subsidiary to review or inform the Borrower or any Borrowing Subsidiary of any matter in connection with any phase of the Borrower’s 's or any Borrowing Subsidiary's business or operations. The Each of the Borrower and each Borrowing Subsidiary agrees that neither the Agent, the Arranger, the Collateral Agent nor any Lender shall have liability to the Borrower or any Borrowing Subsidiary (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any Borrowing Subsidiary in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final and non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Agent, the Arranger, the Collateral Agent nor any Lender shall have any liability with respect to, and each such party of the Borrower and each Borrowing Subsidiary hereby waives, releases and agrees not to xxx for, for any special, indirect, indirect or consequential or punitive damages suffered by the Borrower or any other party hereto Borrowing Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrower’s any Loan Party's business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Company and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower borrowers and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Borrowers agree, on behalf of themselves and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 BORROWERS ON BEHALF OF THEMSELVES AND EACH OTHER LOAN PARTY, HEREBY WAIVE, RELEASE AND AGREE NOT TO SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF THE ACTIVITIES OF ANY LENDING PARTY IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Borrowers acknowledge that they (and the other Loan Parties) have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunderDocuments. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Agent, the Arranger nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower or any other Obligor. Neither the Agent Agent, the Arranger nor any Lender undertakes any responsibility to the Borrower or any other Obligor to review or inform the Borrower or any other Obligor of any matter in connection with any phase of the Borrower’s or any of its Subsidiaries’ business or operations. The Borrower agrees that neither the Agent Agent, the Arranger, nor any Lender shall have liability to the Borrower or any of its Subsidiaries (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any of its Subsidiaries in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Agent, the Arranger nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided . It is agreed that nothing contained the Arranger shall, in this sentence shall limit its capacity as such, have no duties or responsibilities under the Borrower’s indemnification obligations Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with enter into this Agreement or the any other Loan Documents Document or the transactions contemplated hereby in taking or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders Lenders, the LC Issuer and the Administrative Agent on the other hand shall will, to the extent that relationship is the subject of this Agreement, be solely that of borrower borrowers and lenderlenders. Neither the Agent Administrative Agent, the Syndication Agent, the LC Issuer nor any Lender shall will have any fiduciary responsibilities to the BorrowerCredit Parties. Neither the Agent Administrative Agent, the Syndication Agent, the LC Issuer nor any Lender undertakes any responsibility to the Borrower Credit Parties to review or inform the Borrower Credit Parties of any matter in connection with any phase of the Borrower’s Credit Parties' business or operations. The Borrower agrees Borrowers agree that neither the Agent Administrative Agent, the Syndication Agent, the LC Issuer nor any Lender shall will have liability to the Borrower Credit Parties (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Credit Parties in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement shall Neither the Administrative Agent, the Syndication Agent, the LC Issuer nor any Lender will have any liability with respect to, and each such party the Credit Parties hereby waiveswaive, releases release and agrees agree not to xxx sue for, any special, indirect, indirect xx consequential or punitive damages suffered by any other party hereto the Credit Parties in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Agent, the Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Agent, the Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower shall rely entirely upon its own judgment with respect to its business, and any review, inspection or supervision of, or information supplied to the Borrower by the Agent, the Arranger or the Lenders is for the protection of the Agent, the Arranger and the Lenders and neither the Borrower nor any other Person is entitled to rely thereon. The Borrower (a) agrees that neither the Agent Agent, the Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a judgment of a court of competent jurisdiction that is binding on the Agent, the Arranger or such Lender, final and not subject to review on appeal, that such losses resulted from were the result of acts or omissions on the part of the Agent, the Arranger or such Lender, as the case may be, constituting gross negligence or negligence, willful misconduct or knowing violations of law, and (b) waives, releases and agrees not to xxx upon any claim against the Agent, the Arranger or any Lender (whether sounding in tort, contract or otherwise) except a claim based upon gross negligence, willful misconduct or knowing violations of law. Whether or not such damages are related to a claim that is subject to the waiver effected above and whether or not such waiver is effective, none of the party from which recovery is sought. No party to this Agreement Agent, the Arranger nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents transactions contemplated or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit relationship established by the Borrower’s indemnification obligations to the extent such specialLoan Documents, indirector any act, consequential omission or punitive damages are included in any third party claim event occurring in connection with which such Indemnitee therewith, unless it is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court that is binding on the Agent, the Arranger or such Lender, as the case may be, final and not subject to review on appeal, that such damages were the result of competent jurisdictionacts or omissions on the part of the Agent, the Arranger or such Lender, as the case may be, constituting gross negligence, willful misconduct or knowing violations of law.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, any LC Issuer, the Arrangers nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower under the Loan Documents. Neither the Agent Administrative Agent, any LC Issuer, the Arrangers nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither none of the Agent nor Administrative Agent, the LC Issuers, the Arrangers or any Lender shall have any liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 (a) the gross negligence or negligence, bad faith, willful misconduct of or by the party from which recovery is sought. No , (b) material breach of the Loan Documents (as determined pursuant to a claim asserted by the Borrower, whether as a claim, counterclaim or otherwise) of or by the party from which recovery is sought, or (c) a dispute among the Lenders not arising from an act or omission of the Borrower or any of its Affiliates (other than a dispute involving a claim against a Lender for its acts or omissions in its capacity as an arranger, bookrunner, agent or similar role in respect of the credit facilities evidenced by this Agreement, except, with respect to this Agreement clause (c), to the extent such acts or omissions are determined by a court of competent jurisdiction by final and non-appealable judgment to have constituted the willful misconduct, bad faith or gross negligence of such Lender in such capacity). Neither the Administrative Agent, any LC Issuer, the Arrangers nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnification indemnity obligations to under Section 9.5(b). It is agreed that the extent such specialArrangers shall, indirectin their capacity as such, consequential have no duties or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from responsibilities under the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the any other Loan Documents Document. Each Lender acknowledges that it has not relied and will not rely on the Arrangers in deciding to enter into the Agreement or the transactions contemplated hereby any other Loan Document or thereby other than for direct in taking or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionnot taking any action.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Issuers and the Agent Agents on the other hand shall be solely that of borrower and lender. Neither the Agent nor None of either Agent, either Arranger, any Lender or any Issuer shall have any fiduciary responsibilities to the Borrower. Neither the Agent nor None of either Agent, either Arranger, any Lender or any Issuer undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor none of either Agent, either Arranger, any Lender or any Issuer shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement None of either Agent, either Arranger, any Lender, any Issuer or any Related Party of any of the foregoing Persons shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit . None of either Agent, either Arranger, any Lender, any Issuer or any Related Party of any of the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee foregoing Persons shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from except to the extent such recipient receives such information due to the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthe party from which recovery is sought.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to the BorrowerCompany arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Company, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower Company to review or inform the Borrower Company of any matter in connection with any phase of the BorrowerCompany’s business or operations. The Borrower Company agrees that neither the Administrative Agent nor any Lender shall have liability to the Borrower Company (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Company in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND THE COMPANY HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Company and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders Agent and the Agent Lenders on the other hand shall be solely that of borrower and lender. Neither the Agent nor any the Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Agent and the Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Borrowers agree, on behalf of themselves and each other Loan Party, that neither the Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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, bad faith or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWERS ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER 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 shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lender or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor any Lender no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Indemnitee shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sxx for, (i) any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby. The provisions of this Section 9.10 shall survive the gross negligence or willful misconduct termination of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Nonliability of Lenders. The relationship between the Borrower Loan Parties on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower or guarantor, as applicable, and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Loan Parties agree that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 REPRESENTATIVE ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Loan Parties acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Administrative Agent, Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders and the Administrative Agent.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 a breach of this Agreement, gross negligence or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Grantors and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower Each Loan Party agrees that neither the Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR, ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents 94 or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE RESTATEMENT DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Administrative Agent, either Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor any Lender no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Indemnitee shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sxx for, (i) any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby. The provisions of this Section 0 shall survive the gross negligence or willful misconduct termination of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of of, the party from which recovery is sought. No party to SUBJECT TO AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 15.9, NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER 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 LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower Loan Parties on the one hand and the Lenders Lenders, the Issuing Bank and the Administrative Agent on the other hand shall be solely that of borrower and lender, respectively. Neither the Agent Administrative Agent, the Issuing Bank nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties , on the one hand, and the Administrative Agent, the Issuing Bank and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor, respectively. Neither the Agent Administrative Agent, the Issuing Bank nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Each Loan Party agrees, on behalf of itself and each other Loan Party, that neither the Agent Administrative Agent, the Issuing Bank nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 resulting from the gross negligence or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH LOAN PARTY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Grantors and non-appealable judgment of a court of competent jurisdiction.the Lenders

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuer and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower or the REIT. Neither the Agent Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrower or the REIT to review or inform the Borrower them of any matter in connection with any phase of the Borrower’s business or operationsoperations of the Borrower or the REIT. The Borrower agrees and the REIT agree that neither the Agent Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrower or the REIT (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or the REIT in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each such party the Borrower or the REIT hereby waiveswaive, releases release and agrees agree not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any other party hereto the Borrower or the REIT in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Issuing Lender and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Agent, the Arranger, the Issuing Lender nor any Lender shall have any advisory, agent or fiduciary responsibilities to the BorrowerBorrower or any of its Affiliates or any other Person. No Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents. Each of the Lenders 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 or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Neither the Agent Agent, the Arranger, the Issuing Lender nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Agent, the Arranger, the Issuing Lender nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is soughtsought or any affiliate of such party. No party to this Agreement Neither the Agent, the Arranger, the Issuing Lender nor any Lender shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Is suer and the Administrative Agent on the other hand shall be solely that xxxt of borrower and lender. Neither the Agent Administrative Agent, the Arranger, the LC Is suer nor any Lender shall have any fiduciary responsibilities to the Borrowerthx Xxrrower. Neither the Agent Administrative Agent, the Arranger, the LC Is suer nor any Lender undertakes any responsibility to the Borrower to review tx xxview or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Agent Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, the Arranger, the LC Is suer nor any Lender shall have any liability to the Borrower with respect rxxxxct to, and each such party the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered sxxxered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither none of the Administrative Agent nor (and any sub-agent thereof), the LC Issuers, the Lenders, the Swingline Lender or any Related Party of any of the foregoing persons (each such person being called a “Released Person”) shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Released Person shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx sue for, (i) any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby. The provisions of this Section 9.9 shall survive the gross negligence or willful misconduct termination of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Nonliability of Lenders. The relationship between the Borrower Grantors on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with 1240906.04 or duty to any Grantor arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Grantor to review or inform the Borrower any Grantor of any matter in connection with any phase of the Borrowerany Grantor’s business or operations. The Borrower Each Grantor agrees that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Grantor (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Grantor in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY GRANTOR HAVE ANY LIABILITY WITH RESPECT TO, AND EACH GRANTOR, HEREBY WAIVES, RELEASES AND AGREES NOT TO SXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Grantor acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Grantor and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 70 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER 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 LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower Each Loan Party agrees that neither the Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to 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 PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY LOAN, OR THE USE OF THE PROCEEDS THEREOF. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR, ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Company agrees, on behalf of itself and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Company acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee it is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Grantors and non-appealable judgment of a court of competent jurisdictionthe Lenders.

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders and the Agent Bank Parties on the other hand shall be solely that of borrower and lender. Neither the Agent Agent, the Security Trustee nor any Lender Bank shall have any fiduciary responsibilities responsibility to the BorrowerBorrowers. Neither the Agent Agent, the Security Trustee nor any Lender Bank undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower of Borrowers on any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees Borrowers agree that neither the Agent nor any Lender no Bank Party shall have liability to the Borrower Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Bank Party shall have any liability with respect to, and each such party the Borrowers hereby waiveswaive, releases release and agrees agree not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any other party hereto the Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. 20.6 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such specialPROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, indirectAT THE AGENT'S OR THE SECURITY TRUSTEE'S OPTION, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunderIN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunicationsEACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH BORROWER COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionPOSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Agent Administrative Agent, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent Administrative Agent, the LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent Administrative Agent, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Neither the Administrative Agent, the LC Issuer, any Lender, nor any other Indemnified Party shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnification indemnity obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionunder Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Agent nor Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Agent nor Administrative Agent, any Joint Lead Arranger, any LC Issuer, the Swingline Lender or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent nor any Lender no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to this Agreement Indemnitee shall have any liability with respect to, and each such party the Borrower hereby waives, releases and agrees not to xxx for, (i) any special, indirect, consequential or punitive damages suffered by any other party hereto the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. No Indemnitee shall be liable for and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission 12640621v 1 24740.0002 44 systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby. The provisions of this Section 9.9 shall survive the gross negligence or willful misconduct termination of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdictionthis Agreement.

Nonliability of Lenders. The relationship between the Borrower Co-Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Borrower agrees Co-Borrowers agree, on behalf of themselves and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan 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 or willful misconduct of the party from which recovery is sought. No party to NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH 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 CO-BORROWERS ON BEHALF OF THEMSELVES AND EACH OTHER LOAN PARTY, HEREBY WAIVE, RELEASE AND AGREE NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Co-Borrowers acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement shall have any liability with respect to, and each such party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any the other party hereto in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential or punitive damages which they are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereundera party. No Indemnitee shall be liable for any damages arising from the use joint venture is created hereby or by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or thereby other than for direct or actual damages resulting from among the gross negligence or willful misconduct of such Indemnitee as determined by a final Loan Parties and non-appealable judgment of a court of competent jurisdiction.the Lenders