Common use of Nonliability of Lenders Clause in Contracts

Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. The Loan Parties agree that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by 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 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor the borrower and creditorlender. Neither the Administrative Agent, the Arranger, the any LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the any LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the any LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the any LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. The Loan Parties agree that neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by 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 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. Neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. (a) The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Loan Party. Neither the Administrative Agent, the Arranger, the LC Issuer any Arranger nor any Lender undertakes any responsibility to the Borrower or any other Loan Party to review or inform such the Borrower or any other Loan Party of any matter in connection with any phase of the Borrower’s or any other Loan Party’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have liability to the Borrower or any other Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower, the Borrower or any other 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 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. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any liability with respect to, and the Borrower and each other Loan Party hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower or any other Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Designated Agent on the other hand shall be solely that of debtor the borrower and creditorlender. Neither the Designated Agent, the ArrangerArrangers, the any LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Designated Agent, the ArrangerArrangers, the any LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Designated Agent, the ArrangerArrangers, the any LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Designated Agent, the ArrangerArrangers, the any LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arrangers shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arrangers in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the AgentAgent (except to the limited extent as provided by Section 12.3.4 relating to maintaining the Register), the Arranger, the LC Issuer Issuers nor any Lender shall have any fiduciary responsibilities to the Borrower or any Loan other Credit Party. Neither the Agent, the Arranger, the LC Issuer Issuers nor any Lender undertakes any responsibility to the Borrower or any Loan other Credit Party to review or inform such Loan any Credit Party of any matter in connection with any phase of any Loan Credit Party’s business or operations. The Loan Parties agree Each of the Parent and the Borrower agrees that neither the Agent, the Arranger, the LC Issuer Issuers nor any Lender shall have liability to any Loan Party the Parent or the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party the Parent 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 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, or solely by reason of the breach of the express terms of the Loan Documents by, the party from which recovery is sought. Neither the Agent, the Arranger, the LC Issuer Issuers nor any Lender shall have any liability with respect to, and each Loan Party of the Parent and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Parent, the Borrower or any Loan Party Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Agent and the Collateral Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer Collateral Agent nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer Collateral Agent nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer Collateral Agent nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer Collateral Agent nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the ArrangerBNPPSC, the LC any Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the ArrangerBNPPSC, the LC any Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the ArrangerBNPPSC, the LC any Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the ArrangerBNPPSC, the LC any Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither None of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither None of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither none of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither None of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any Related Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any Related Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the AgentAdministrative Agent (except to the limited extent as provided by Section 12.3.4 relating to maintaining the Register), the ArrangerArrangers, the LC Issuer Issuers, nor any Lender shall have any fiduciary responsibilities to the Borrower or any Loan other Credit Party. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer Issuers nor any Lender undertakes any responsibility to the Borrower or any Loan other Credit Party to review or inform such Loan any Credit Party of any matter in connection with any phase of any Loan Credit Party’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the ArrangerArrangers, the LC Issuer Issuers, nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer Issuers nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower or any Loan Party Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the AgentAdministrative Agent (except to the limited extent as provided by Section ‎12.3.4 relating to maintaining the Register), the ArrangerArrangers, the LC Issuer Issuers, nor any Lender shall have any fiduciary responsibilities to the Borrower or any Loan other Credit Party. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer Issuers nor any Lender undertakes any responsibility to the Borrower or any Loan other Credit Party to review or inform such Loan any Credit Party of any matter in connection with any phase of any Loan Credit Party’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the ArrangerArrangers, the LC Issuer Issuers, nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer Issuers nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower or any Loan Party Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Agent Agents on the other hand shall be solely that of debtor borrower and creditorlender. Neither the any Agent, the any Co-Arranger, the any LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the any Agent, the any Co-Arranger, the any LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the any Agent, the any Co-Arranger, the any LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the any Agent, the any Co-Arranger, the any LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither None of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither None of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither none of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither None of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any Related Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any Related Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither None of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither None of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither none of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither None of the Administrative Agent, the Arranger, the LC Issuer nor and any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any Related Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any Related Document or in taking or not taking any action. 4891-7239-4657\7 4889-9803-5617\4

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender No party hereto shall have any liability with respect to, and each Loan Party hereby party waives, releases and agrees not to xxx sue for, any lost profits or special, indirect, consequential or punitive damages suffered by any Loan Party other party 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 indemnity obligations under Section 9.6(b). It is agreed that no Arranger shall, in its capacity as such, have any duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the LC Issuer Issuer, any Lender, nor any Lender other Indemnified Party shall have any liability with respect to, and each Loan 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 Loan Party 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 indemnity obligations under Section 9.6(b). It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. The Loan Parties agree that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by 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 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the AgentAgent (except to the limited extent as provided by Section 12.3.4 relating to maintaining the Register), the ArrangerArrangers, the LC Issuer Issuers nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Loan Party. Neither the Agent, the ArrangerArrangers, the LC Issuer Issuers nor any Lender undertakes any responsibility to the Borrower or any other Loan Party to review or inform such any Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. The Loan Parties agree Each of USI and the Borrower agrees that neither the Agent, the ArrangerArrangers, the LC Issuer Issuers nor any Lender shall have liability to any Loan Party USI or the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party USI 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 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, or solely by reason of the breach of the express terms of the Loan Documents by, the party from which recovery is sought. Neither the Agent, the ArrangerArrangers, the LC Issuer Issuers nor any Lender shall have any liability with respect to, and each Loan Party of USI and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by USI, the Borrower or any Loan Party Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender No party hereto shall have any liability with respect to, and each Loan Party party hereto hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party it in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that neither Arranger shall, in its capacity as such, have any duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower and its Subsidiaries in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that each Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arrangers in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s 's business or operations. The Loan Parties agree that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by 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 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan 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 Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the ArrangerLC Issuer, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither the Agent, the ArrangerLC Issuer, the LC Issuer Arranger nor any Lender undertakes any responsibility to any Loan Party the Borrowers to review or inform such Loan Party the Borrowers of any matter in connection with any phase of the Borrower’s or any Loan Party’s of its Subsidiary's business or operations. The Loan Parties agree Each Borrower agrees that neither the Agent, the ArrangerLC Issuer, the LC Issuer Arranger nor any Lender shall have liability to any Loan Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the ArrangerLC Issuer, the LC Issuer Arranger nor any Lender shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer any Arranger nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer any Arranger nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer any Arranger nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender No party hereto shall have any liability with respect to, and each Loan Party hereby party waives, releases and agrees not to xxx sue for, any lost profits or special, indirect, consequential or punitive damages suffered by any Loan Party other party 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 indemnity obligations under Section 9.6(b). It is agreed that no Arranger shall, in its capacity as such, have any duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the ----------------------- one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party on the one hand Borrower and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Parent or the Borrower. Neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender undertakes any responsibility to any Loan Party the Parent or the Borrower to review or inform such Loan Party the Parent or the Borrower of any matter in connection with any phase of any Loan Party’s the business or operationsoperations of the Parent and the Subsidiaries. The Loan Parties agree Each of the Parent and the Borrower agrees that neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender shall have liability to any Loan Party the Parent or the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party the Parent 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 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. Neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender shall have any liability with respect to, and each Loan Party of the Parent and the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirectindirxxx, punitive or consequential or punitive damages suffered by any Loan Party the Parent or the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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-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. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability to the Borrower with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the ArrangerJoint Lead Arrangers, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither the Administrative Agent, the ArrangerJoint Lead Arrangers, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party Borrower to review or inform such Loan Party Borrower of any matter in connection with any phase of any Loan PartyBorrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the ArrangerJoint Lead Arrangers, the LC Issuer nor any Lender shall have liability to any Loan Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender No party hereto shall have any liability with respect to, and each Loan Party hereby party waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party other party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that Joint Lead Arrangers shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on Joint Lead Arrangers in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the either Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the either Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the either Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the either Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the AgentAdministrative Agent (except to the limited extent as provided by Section 12.3.4 relating to maintaining the Register), the ArrangerArrangers, the LC Issuer Issuers, nor any Lender shall have any fiduciary responsibilities to the Borrower or any Loan other Credit Party. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer Issuers nor any Lender undertakes any responsibility to the Borrower or any Loan other Credit Party to review or inform such Loan any Credit Party of any matter in connection with any phase of any Loan Credit Party’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the ArrangerArrangers, the LC Issuer Issuers, nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer Issuers nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the Borrower or any Loan Party Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer Lead Arrangers nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer Lead Arrangers nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer Lead Arrangers nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither None of the Agent, the Arranger, the LC Issuer nor any Lender parties hereto shall have any liability with respect to, and each Loan Party party hereto hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party such party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Documentation Agent and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer Documentation Agent nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer Documentation Agent nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer Documentation Agent nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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 in a final and non-appealable order that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, the LC Issuer Documentation Agent nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. The Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the ----------------------- one hand and the Lenders, the LC Issuer Lenders and the Agent Agents on the other hand shall be solely that of debtor borrower and creditorlender. Neither None of the AgentAgents, the Arranger, the LC Issuer nor Arranger or any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither None of the AgentAgents, the Arranger, the LC Issuer nor Arranger or any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither none of the AgentAgents, the Arranger, the LC Issuer nor Arranger or any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither None of the AgentAgents, the Arranger, the LC Issuer nor Arranger or any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the Lenders, the LC Issuer Issuing Bank and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender nor the Issuing Bank shall have any fiduciary responsibilities to any Loan Partythe Borrowers. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender nor the Issuing Bank undertakes any responsibility to any Loan Party Borrower to review or inform such Loan Party the Borrowers of any matter in connection with any phase of any Loan Party’s the Borrowers’ business or operations. The Loan Parties Borrowers agree that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender nor the Issuing Bank shall have liability to any Loan Party the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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 (i) the gross negligence or willful misconduct of the party from which recovery is soughtsought or (ii) the Issuing Bank’s failure to pay any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender nor the Issuing Bank shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower ----------------------- on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither None of the Agent, the Arranger, the any LC Issuer nor or any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither None of the Agent, the Arranger, the any LC Issuer nor or any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither none of the Agent, the Arranger, the any LC Issuer nor or any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the any LC Issuer nor or any Lender nor the Borrower shall have any liability with respect to, and the Borrower (with respect to the Agent, the Arranger, each Loan Party LC Issuer and each Lender) and the Agent, the Arranger, each LC Issuer 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 Loan Party such party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Lead Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrowers. Neither the Administrative Agent, the Lead Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrowers to review or inform such Loan Party the Borrowers of any matter in connection with any phase of any Loan Party’s the Borrowers’ business or operations. The Loan Parties Borrowers agree that neither the Administrative Agent, the Lead Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party the 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 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. Neither the Administrative Agent, the Lead Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrowers hereby waives, releases and agrees not to xxx for, any special, indirect, punitive or consequential or punitive damages suffered by any Loan Party the Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party Borrower to review or inform such Loan Party any Borrower of any matter in connection with any phase of any Loan Party’s Borrower's business or operations. The Loan Parties agree Each Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party such Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party such 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx forsue xxx, any special, indirect, consequential or punitive damages suffered by any Loan Party such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Arrangers and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender or Arranger shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender or Arranger undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender or Arranger shall have any liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender or Arranger shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party Borrower on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party Borrower to review or inform such Loan Party Borrower of any matter in connection with any phase of any Loan PartyBorrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the 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 debtor borrowers and creditorlenders. Neither the Administrative Agent, the ArrangerSyndication Agent, the LC Issuer nor any Lender shall will have any fiduciary responsibilities to any Loan Partythe Credit Parties. Neither the Administrative Agent, the ArrangerSyndication Agent, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Credit Parties to review or inform such Loan Party the Credit Parties of any matter in connection with any phase of any Loan Party’s the Credit Parties' business or operations. The Loan Parties Borrowers agree that neither the Administrative Agent, the ArrangerSyndication Agent, the LC Issuer nor any Lender shall will have liability to any Loan Party the Credit Parties (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party the 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. Neither the Administrative Agent, the ArrangerSyndication Agent, the LC Issuer nor any Lender shall will have any liability with respect to, and each Loan 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 Loan Party the Credit Parties in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party Borrower to review or inform such Loan Party any Borrower of any matter in connection with any phase of any Loan PartyBorrower’s business or operations. The Loan Parties agree Each Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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 of its Affiliates or a material breach of the obligations of such party or any of its Affiliates under the Loan Documents. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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 the party from which recovery is sought. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party thx Xorrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuing Banks and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer any Arranger nor any Lender or any Issuing Bank shall have any fiduciary responsibilities to the Borrower, the Company or any other Loan Party. Neither the Administrative Agent, the Arranger, the LC Issuer any Arranger nor any Lender or Issuing Bank undertakes any responsibility to the Borrower, the Company or any other Loan Party to review or inform such the Borrower, the Company or any other Loan Party of any matter in connection with any phase of the Borrower’s, the Company’s or any other Loan Party’s business or operations. The Loan Parties Borrower and the Company agree that neither the Administrative Agent, the Arranger, the LC Issuer any Arranger nor any Lender or Issuing Bank shall have liability to the Borrower, the Company or any other Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower, the Company or any other 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 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. Neither the Administrative Agent, the Arranger, the LC Issuer any Arranger nor any Lender or Issuing Bank shall have any liability with respect to, and the Borrower, the Company and each other Loan Party hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower, the Company or any other Loan Party (or suffered by any of their respective officers, directors, employees, agents, advisors or representatives) in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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 the party from which recovery is sought. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the any Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender No party hereto shall have any liability with respect to, and each Loan Party hereby party waives, releases and agrees not to xxx sxx for, any lost profits or special, indirect, consequential or punitive damages suffered by any Loan Party other party 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 indemnity obligations under Section 9.6(b). It is agreed that no Arranger shall, in its capacity as such, have any duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer any bookrunner nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer any bookrunner nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Facility 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. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, punitive or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Facility Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party Borrower to review or inform such Loan Party any Borrower of any matter in connection with any phase of any Loan PartyBorrower’s business or operations. The Loan Parties agree Each Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s 's business or operations. The Loan Parties agree that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by 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 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered sufferxx by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor the borrower and creditorlender. Neither the Administrative Agent, the any Arranger, the any LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the any Arranger, the any LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the any Arranger, the any LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the any Arranger, the any LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arrangers shall, in their capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender nor the Issuer shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender nor the Issuer undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender nor the Issuer shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender nor the Issuer shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s 's business or operations. The Loan Parties agree that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by 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 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered suxxxred by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrowers. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrowers to review or inform such Loan Party the Borrowers of any matter in connection with any phase of any Loan Party’s the Borrowers' business or operations. The Loan Parties agree Each Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party the 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 negligence, bad faith or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx forsue xxx, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party on the one hand Borrowers and the Lenders, the LC Issuer Issuers and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer Issuers nor any Lender shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither the Administrative Agent, the Arranger, the LC Issuer Issuers nor any Lender undertakes any responsibility to any Loan Party Borrower to review or inform such Loan Party any Borrower of any matter in connection with any phase of any Loan Partysuch Borrower’s business or operations. The Loan Parties agree Each Borrower agrees that 151 509265-1946-Active.21307007.121307007.7 neither the Administrative Agent, the Arranger, the LC Issuer Issuers nor any Lender shall have liability to any Loan Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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 except to the extent it is determined in a final non-appealable judgment by a court of competent jurisdiction in a final and non-appealable order that such losses resulted from the gross negligence or willful misconduct of, or material breach of any of the Loan Documents by, the party from which recovery is sought. Neither the Agent, the Arranger, the LC Issuer Administrative Agent Issuers nor any Lender shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx for, any special, indirectpunitive, indirect or consequential or punitive damages suffered by any Loan Party the Borrowers in connection with, arising out of, or in any way related to the Loan Documents Documents, the Transactions or the other transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. The Loan Parties agree that neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by 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 DocumentsDocuments (including, for the avoidance of doubt, in connection with the Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed, pdf or any other electronic means that reproduces an image of an actual executed signature page), 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. Neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrowers. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrowers to review or inform such Loan Party the Borrowers of any matter in connection with any phase of any Loan Party’s the Borrowers' business or operations. The Loan Parties Borrowers agree that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrowers hereby waiveswaive, releases release and agrees agree not to xxx sue for, any special, indirect, consequential or punitive damages suffered suxxxred by any Loan Party Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrowers on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrowers. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrowers to review or inform such Loan Party the Borrowers of any matter in connection with any phase of any Loan Party’s Borrower's business or operations. The Loan Parties agree Each Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party such Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party such 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx forsue xxx, any special, indirect, consequential or punitive damages suffered by any Loan Party such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Credit Parties ----------------------- on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the any Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Credit Party. Neither the Agent, the any Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Credit Party to review or inform such Loan any Credit Party of any matter in connection with any phase of any Loan Credit Party’s 's business or operations. The Loan Parties agree Each Credit Party agrees that neither the Agent, the any Arranger, the LC Issuer nor any Lender shall have liability to any Loan such Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Loan such Credit 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 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. Neither the Agent, the any Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Credit Party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan such Credit Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuing Bank and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender nor the Issuing Bank shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender nor the Issuing Bank undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender nor the Issuing Bank shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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 (i) the gross negligence or willful misconduct of the party from which recovery is soughtsought or (ii) the Issuing Bank’s failure to pay any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Neither the Agent, the Arranger, the LC Issuer nor any Lender nor the Issuing Bank shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer Agent nor any Lender shall have any fiduciary responsibilities responsibility to any Loan Partythe Borrower or the Company. Neither the Agent, the Arranger, the LC Issuer Agent nor any Lender undertakes any responsibility to any Loan Party the Company or the Borrower to review or inform such Loan Party the Company or the Borrower of any matter in connection with any phase of any Loan Partythe Company’s or the Borrower’s business or operations. The Loan Parties agree Each of the Borrower and the Company agrees that neither the Agent, the Arranger, the LC Issuer Agent nor any Lender shall have liability to any Loan Party the Borrower or the Company (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party the Borrower or the 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. Neither the Agent, the Arranger, the LC Issuer Agent nor any Lender shall have any liability with respect to, and each Loan Party of the Borrower and the Company hereby waives, releases and agrees not to xxx sxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower or the Company in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party Borrower on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party Borrower to review or inform such Loan Party Borrower of any matter in connection with any phase of any Loan Party’s Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party Xxrrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor and creditor. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s 's business or operations. The Loan Parties agree that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by 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 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered sufxxxed by any Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx forsue xxx, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the AgentAgent (except to the limited extent as provided by Section 12.3.4 relating to maintaining the Register), the Arranger, the LC Issuer Issuers nor any Lender shall have any fiduciary responsibilities to the Borrower or any Loan other Credit Party. Neither the Agent, the Arranger, the LC Issuer Issuers nor any Lender undertakes any responsibility to the Borrower or any Loan other Credit Party to review or inform such Loan any Credit Party of any matter in connection with any phase of any Loan Credit Party’s 's business or operations. The Loan Parties agree Each of the Parent and the Borrower agrees that neither the Agent, the Arranger, the LC Issuer Issuers nor any Lender shall have liability to any Loan Party the Parent or the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party the Parent 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 connection therewith, unless it is determined in a final non-non- 72 appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of, or solely by reason of the breach of the express terms of the Loan Documents by, the party from which recovery is sought. Neither the Agent, the Arranger, the LC Issuer Issuers nor any Lender shall have any liability with respect to, and each Loan Party of the Parent and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Parent, the Borrower or any Loan Party Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuers and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the any Arranger, the any LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the any Arranger, the any LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the any Arranger, the any LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender No party hereto shall have any liability with respect to, and each Loan Party party hereto hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party it in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that neither Arranger shall, in its capacity as such, have any duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the any Arranger, the LC Issuer nor any Lender nor the Issuer shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the any Arranger, the LC Issuer nor any Lender nor the Issuer undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Party’s the Borrower's business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the any Arranger, the LC Issuer nor any Lender nor the Issuer shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the any Arranger, the LC Issuer nor any Lender nor the Issuer shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. (a) The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Loan Party. Neither the Administrative Agent, the Arranger, the LC Issuer any Arranger nor any Lender undertakes any responsibility to the Borrower or any other Loan Party to review or inform such the Borrower or any other Loan Party of any matter in connection with any phase of the Borrower’s or any other Loan Party’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have liability to the Borrower or any other Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower, the Borrower or any other 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 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. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any liability with respect to, and the Borrower and each other Loan Party hereby waives, releases and agrees not to xxx sue for, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower or any other Loan Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party each of the Borrowers on the one hand and the Lenders, the LC Issuer Issuers, and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the any LC Issuer Issuer, nor any Lender shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither None of the Agent, the Arranger, the any LC Issuer nor Issuer, or any Lender undertakes any responsibility to any Loan Party Borrower to review or inform such Loan Party any Borrower of any matter in connection with any phase of any Loan PartyBorrower’s business or operations. The Loan Parties agree Each of the Borrowers agrees that neither none of the Agent, the Arranger, the any LC Issuer nor Issuer, or any Lender shall have liability to any Loan Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither None of the Agent, the Arranger, the any LC Issuer nor Issuer, or any Lender shall have any liability with respect to, and each Loan Party of the Borrowers hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the AgentAdministrative Agent (except to the limited extent as provided by Section 12.3.4 relating to maintaining the Register), the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower or any Loan other Credit Party. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower or any Loan other Credit Party to review or inform such Loan any Credit Party of any matter in connection with any phase of any Loan Credit Party’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower or any Loan Party Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Administrative Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither None of the Administrative Agent, the ArrangerArrangers, the LC Issuer nor or any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither none of the Administrative Agent, the any Arranger, the LC Issuer nor or any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither None of the Administrative Agent, the any Arranger, the LC Issuer nor or any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer Arrangers nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Agent, the ArrangerArrangers, the LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of debtor the borrower and creditorlender. Neither the Administrative Agent, the Arranger, the any LC Issuer nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Administrative Agent, the Arranger, the any LC Issuer nor any Lender undertakes any responsibility to any Loan Party the Borrower to review or inform such Loan Party the Borrower of any matter in connection with any phase of any Loan Partythe Borrower’s business or operations. The Loan Parties agree Borrower agrees that neither the Administrative Agent, the Arranger, the any LC Issuer nor any Lender shall have liability to any Loan Party the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party 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. Neither the Administrative Agent, the Arranger, the any LC Issuer nor any Lender shall have any liability with respect to, and each Loan Party the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by any Loan Party the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Lenders and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower or any Credit Party arising out of this Agreement, the Loan PartyDocuments and the financing contemplated hereby. Neither the Agent, the Arranger, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower or any Loan Credit Party to review or inform such Loan the Borrower or any Credit Party of any matter in connection with any phase of the Borrower's or any Loan Credit Party’s 's business or operations. The Loan Parties Borrower and each Credit Party agree that neither the Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have liability to the Borrower or any Loan Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any Loan Credit 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 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. Neither the Agent, the Arranger, the LC Issuer Arranger nor any Lender shall have any liability with respect to, and the Borrower and each Loan Credit Party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower or any Loan Credit Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions financing contemplated thereby.