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 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 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 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 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, the Company or any other Loan Party. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender 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 Arranger nor any Lender 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 Arranger nor any Lender shall have any liability (whether sounding in tort, contract or otherwise) 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 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 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 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 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 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 either Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower, the Company or any other Loan Party. Neither the Administrative Agent, the Arranger, the LC Issuer either Arranger nor any Lender 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 either Arranger nor any Lender 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 either Arranger nor any Lender 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 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 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 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 Borrowers on the one hand and the Lenders, the LC Issuer Lenders and the Agent Agents on the other hand shall be is solely that of borrower and lender. Neither any Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Agents and the Lenders, on the other hand, in connection herewith or therewith is 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 Agent nor any Lender undertakes any responsibility to any 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 Each Loan Parties agree Party agrees, on behalf of itself and each other Loan Party, that neither the Agent, the Arranger, the LC Issuer any Agent nor any Lender shall have has any 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, to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission omission, or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such those losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither No Lender Party will be liable for any damages arising from the Agent, the Arranger, the LC Issuer nor use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. No Lender shall Party will have any liability with respect to, and each Loan Party Party, on behalf of itself and each other Loan Party, hereby waives, releases releases, and agrees not to xxx for, any special, punitive, exemplary, indirect, or consequential damages relating to this Agreement or punitive damages suffered by any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). Each Loan Party acknowledges that it has been advised by counsel in connection withthe negotiation, arising out of, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or in any way related to by the other Loan Documents or otherwise exists by virtue of the transactions contemplated therebyhereby among the Lenders or among the Loan Parties and the Lenders.

Nonliability of Lenders. The relationship between any Loan Party the Borrower on the one hand and the Lenders, the LC Issuer Issuing Lender and the Agent on the other hand shall be solely that of debtor borrower and creditorlender. Neither the Agent, the Arranger, the LC Issuer Issuing Lender nor any Lender shall have any fiduciary responsibilities to any Loan Partythe Borrower. Neither the Agent, the Arranger, the LC Issuer Issuing Lender 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 Issuing Lender 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 affiliate of such party. Neither the Agent, the Arranger, the LC Issuer Issuing Lender 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 Borrowers on the one hand and the Lenders, the LC Issuer Lenders and the Agent Agents on the other hand shall be is solely that of borrower and lender. Neither any Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Agents and the Lenders, on the other hand, in connection herewith or therewith is 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 Agent nor any Lender undertakes any responsibility to any 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 Each Loan Parties agree Party agrees, on behalf of itself and each other Loan Party, that neither the Agent, the Arranger, the LC Issuer any Agent nor any Lender shall have has any 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, to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission omission, or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such those losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither No Lender Party will be liable for any damages arising from the Agent, the Arranger, the LC Issuer nor use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. No Lender shall Party will have any liability with respect to, and each Loan Party Party, on behalf of itself and each other Loan Party, hereby waives, releases releases, and agrees not to xxx sue for, any special, punitive, exemplary, indirect, or consequential damages relating to this Agreement or punitive damages suffered by any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). Each Loan Party acknowledges that it has been advised by counsel in connection withthe negotiation, arising out of, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or in any way related to by the other Loan Documents or otherwise exists by virtue of the transactions contemplated therebyhereby among the Lenders or among the Loan Parties and the Lenders.

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 (whether sounding in tort, contract or otherwise) 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 Borrowers on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be is solely that of borrower and lender. Neither Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the 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 Administrative Agent nor any Lender undertakes any responsibility to any 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 Each Loan Parties agree Party agrees, on behalf of itself and each other Loan Party, that neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender shall have has any 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, to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission omission, or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such those losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither No Lender Party will be liable for any damages arising from the Agent, the Arranger, the LC Issuer nor use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. No Lender shall Party will have any liability with respect to, and each Loan Party Party, on behalf of itself and each other Loan Party, hereby waives, releases releases, and agrees not to xxx sue for, any special, punitive, exemplary, indirect, or consequential damages relating to this Agreement or punitive damages suffered by any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). Each Loan Party acknowledges that it has been advised by counsel in connection withthe negotiation, arising out of, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or in any way related to by the other Loan Documents or otherwise exists by virtue of the transactions contemplated therebyhereby among the Lenders or among the Loan Parties and the Lenders.

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 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 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 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 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, the Company or any other Loan Party. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender 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 's business or operations. The Loan Parties Borrower and the Company agree that neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender 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 Arranger nor any Lender 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 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 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 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 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 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. 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 the Borrower, the Company 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, 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 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 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 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-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 sue for, any xny 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 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 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 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 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 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 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 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 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 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 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 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-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 sue for, any special, indirect, indirect or consequential or punitive damages daxxxes 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 Borrowers on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be is solely that of borrower and lender. Neither Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the 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 Administrative Agent nor any Lender undertakes any responsibility to any 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 Each Loan Parties agree Party agrees, on behalf of itself and each other Loan Party, that neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender shall have has any 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, to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission omission, or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such those losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither No Lender Party will be liable for any damages arising from the Agent, the Arranger, the LC Issuer nor use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. No Lender shall Party will have any liability with respect to, and each Loan Party Party, on behalf of itself and each other Loan Party, hereby waives, releases releases, and agrees not to xxx for, any special, punitive, exemplary, indirect, or consequential damages relating to this Agreement or punitive damages suffered by any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). Each Loan Party acknowledges that it has been advised by counsel in connection withthe negotiation, arising out of, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or in any way related to by the other Loan Documents or otherwise exists by virtue of the transactions contemplated therebyhereby among the Lenders or among the Loan Parties and the Lenders.

Nonliability of Lenders. The relationship between any Loan Party the Companies on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the 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 Administrative Agent nor any Lender undertakes any responsibility to any Loan Party to review or inform such any Loan Party of any matter in connection with any phase of any Loan Party’s 's business or operations. The Each of the Parent Guarantor, the Subsidiary Guarantor and each Company agrees, on behalf of itself and each other Loan Parties agree Party, that neither the Agent, the Arranger, the LC Issuer Administrative Agent 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, 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 AgentNO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, the ArrangerNOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, the LC Issuer nor any Lender shall have any liability with respect toAND EACH COMPANY, and each THE SUBSIDIARY GUARANTOR AND THE PARENT GUARANTOR, ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created 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 other Loan Documents or otherwise exists by virtue of the transactions contemplated thereby.hereby among the Lenders or among the Loan Parties and the Lenders

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 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 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 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 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 the Borrower, the Company 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, 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 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 shall have any liability (whether sounding in tort, contract or otherwise) with respect to, and the Borrower, the Company 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, 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 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. 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 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 (whether sounding in tort, contract or otherwise) with respect to, and the Borrower, the Company 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, 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 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 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 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 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 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 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 the Loan Party Parties on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of borrower or guarantor, as applicable, and lender. Neither the Administrative Agent nor any Lender or other Secured Party has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders and other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender shall have or any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender other Secured Party undertakes any responsibility to any 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 that neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender or other Secured Party 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, 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 Loan Parties acknowledge that they have been advised by counsel in the Agentnegotiation, execution and delivery of this Agreement and the Arrangerother Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Agents, Lenders or among the LC Issuer Loan Parties and the Lenders and the Agents. The Loan Parties further acknowledge that each Lender or one or more of its affiliates may be a financial and securities firm and that such Lender or such affiliates may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of a Loan Party and its affiliates and of other companies that may be the subject of the transactions contemplated by this Agreement. The Loan Parties further acknowledge and agree that (a) no Mesa Credit and Guaranty Agreement —Page 129 fiduciary, advisory or agency relationship between a Loan Party and the Secured Parties (or any of them) is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any Secured Party or its affiliates has advised or is advising any Loan Party on other matters, (b) the Secured Parties, on the one hand, and the Loan Parties, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor does any Lender shall have Loan Party rely on, any liability with respect tofiduciary duty on any Secured Party’s part, (c) each Loan Party is capable of evaluating and understanding, and each Loan Party hereby waivesunderstands and accepts, releases the terms, risks and agrees conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Secured Parties have not provided any legal, accounting, regulatory or tax advice with respect to xxx forthe transactions and each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and it is not relying on CIT for such advice, (e) the Loan Parties have been advised that the Secured Parties and their respective affiliates are or may be engaged in a broad range of transactions that may involve interests that differ from any Loan Party’s interests and that the Secured Parties and their respective affiliates have no obligation to disclose such interests and transactions to any Loan Party by virtue of any fiduciary, advisory or agency relationship, (f) the Loan Parties will not assert and waive, to the fullest extent not prohibited by law, any specialclaims any Loan Party may have against any Secured Party or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty, and agree that the Secured Parties and their respective affiliates shall have no liability (whether direct or indirect, consequential or punitive damages suffered by ) to any Loan Party in connection with, arising out of, respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any way related to Loan Party, including a Loan Party’s stockholders, employees or creditors, and (g) should the Secured Parties or their respective affiliates have any other business with any Loan Documents Party or the transactions contemplated therebyany Loan Party’s affiliates, nothing herein shall limit or otherwise diminish such Loan Party’s or such Loan Party’s affiliates’ obligations thereunder or with respect thereto.

Nonliability of Lenders. The relationship between any Loan Party each Borrower on the one hand and the Lenders, the LC L/C Issuer 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 any Lender or the L/C Issuer shall have any fiduciary responsibilities to any Loan PartyBorrower. Neither None of the AgentAgents, the Arranger, the LC Issuer nor any Lender or the L/C Issuer 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 neither none of the AgentAgents, the Arranger, the LC Issuer nor any Lender or the L/C Issuer 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 final, non-appealable judgment by a court of competent jurisdiction that such losses resulted from (x) the gross negligence or willful misconduct of the party from which recovery is soughtsought or (y) such party’s material breach in bad faith of its obligations hereunder or under any other Loan Document. Neither None of the AgentAgents, the Arranger, the LC Issuer nor any Lender or the L/C Issuer 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 (as opposed to direct or actual 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 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 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 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. (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 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 the Borrower, the Company or any other Loan Party. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender 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 Arranger nor any Lender 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 Arranger nor any Lender 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 the Loan Party Parties on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of borrower or guarantor, as applicable, and lender. Neither the Administrative Agent nor any Lender or other Secured Party has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders and other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender shall have or any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender other Secured Party undertakes any responsibility to any 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 that neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender or other Secured Party 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, 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 negligence, willful misconduct of, or a material breach of this Agreement or any other Loan Document by, the party from which recovery is sought. Neither NO PARTY HEREUNDER SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND EACH PARTY HERETO HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE ANY OTHER PARTY HERETO FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Loan Parties acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Agent, Lenders or among the ArrangerLoan Parties and the Lenders and the Agent. The Loan Parties further acknowledge that each Lender or one or more of its affiliates may be a financial and securities firm and that such Lender or such affiliates may from time to time effect transactions, for its own or its affiliates’ account or the LC Issuer account of customers, and hold positions in loans, securities or options on loans or securities of a Loan Party and its affiliates and of other companies that may be the subject of the transactions contemplated by this Agreement. The Loan Parties further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between a Loan Party and the Secured Parties (or any of them) is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any Secured Party or its affiliates has advised or is advising any Loan Party on other matters, (b) the Secured Parties, on the one hand, and the Loan Parties, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor does any Lender shall have Loan Party rely on, any liability with respect tofiduciary duty on any Secured Party’s part, (c) each Loan Party is capable of evaluating and understanding, and each Loan Party hereby waivesunderstands and accepts, releases the terms, risks and agrees conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Secured Parties have not provided any legal, accounting, regulatory or tax advice with respect to xxx forthe transactions and each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and it is not relying on any Secured Party for such advice, (e) the Loan Parties have been advised that the Secured Parties and their respective affiliates are or may be engaged in a broad range of transactions that may involve interests that differ from any Loan Party’s interests and that the Secured Parties and their respective affiliates have no obligation to disclose such interests and transactions to any Loan Party by virtue of any fiduciary, advisory or agency relationship, (f) the Loan Parties will not assert and waive, to the fullest extent not prohibited by law, any specialclaims any Loan Party may have against any Secured Party or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty, and agree that the Secured Parties and their respective affiliates shall have no liability (whether direct or indirect, consequential or punitive damages suffered by ) to any Loan Party in connection with, arising out of, respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any way related to Loan Party, including a Loan Party’s stockholders, employees or creditors, and (g) should the Secured Parties or their respective affiliates have any other business with any Loan Documents Party or the transactions contemplated therebyany Loan Party’s affiliates, nothing herein shall limit or otherwise diminish such Loan Party’s or such Loan Party’s affiliates’ obligations thereunder or with respect thereto.

Nonliability of Lenders. The relationship between 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 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 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.

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 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 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, the Company or any other Loan Party. Neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender 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 's business or operations. The Loan Parties Borrower and the Company agree that neither the Administrative Agent, the Arranger, the LC Issuer Arranger nor any Lender 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 Arranger nor any Lender 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 sxx for, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower, the Company 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 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 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 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 the Borrower, the Company 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, 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 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 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 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 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 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 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 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 the Loan Party Parties on the one hand and the Lenders, the LC Issuer Lenders and the Administrative Agent on the other hand shall be solely that of borrower or guarantor, as applicable, and lender. Neither the Administrative Agent nor any Lender or other Secured Party has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders and other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender shall have or any fiduciary responsibilities to any Loan Party. Neither the Agent, the Arranger, the LC Issuer nor any Lender other Secured Party undertakes any responsibility to any 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 that neither the Agent, the Arranger, the LC Issuer Administrative Agent nor any Lender or other Secured Party 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, 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 Loan Parties acknowledge that they have been advised by counsel in the Agentnegotiation, execution and delivery of this Agreement and the Arrangerother Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Agents, Lenders or among the LC Issuer Loan Parties and the Lenders and the Agents. The Loan Parties further acknowledge that each Lender or one or more of its affiliates may be a financial and securities firm and that such Lender or such affiliates may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of a Loan Party and its affiliates and of other companies that may be the subject of the transactions contemplated by this Agreement. The Loan Parties further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between a Loan Party and the Secured Parties (or any of them) is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any Secured Party or its affiliates has advised or is advising any Loan Party on other matters, (b) the Secured Parties, on the one hand, and the Loan Parties, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor does any Lender shall have Loan Party rely on, any liability with respect tofiduciary duty on any Secured Party’s part, (c) each Loan Party is capable of evaluating and understanding, and each Loan Party hereby waivesunderstands and accepts, releases the terms, risks and agrees conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Secured Parties have not provided any legal, accounting, regulatory or tax advice with respect to xxx forthe transactions and each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate and it is not relying on CIT for such advice, (e) the Loan Parties have been advised that the Secured Parties and their respective affiliates are or may be engaged in a broad range of transactions that may involve interests that differ from any Loan Party’s interests and that the Secured Parties and their respective affiliates have no obligation to disclose such interests and transactions to any Loan Party by virtue of any fiduciary, advisory or agency relationship, (f) the Loan Parties will not assert and waive, to the fullest extent not prohibited by law, any specialclaims any Loan Party may have against any Secured Party or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty, and agree that the Secured Parties and their respective affiliates shall have no liability (whether direct or indirect, consequential or punitive damages suffered by ) to any Loan Party in connection with, arising out of, respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of any way related to Loan Party, including a Loan Party’s stockholders, employees or creditors, and (g) should the Secured Parties or their respective affiliates have any other business with any Loan Documents Party or the transactions contemplated therebyany Loan Party’s affiliates, nothing herein shall limit or otherwise diminish such Loan Party’s or such Loan Party’s affiliates’ obligations thereunder or with respect thereto.

Nonliability of Lenders. The relationship between 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 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 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 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.