Common use of Nonliability of Lenders Clause in Contracts

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC Issuer, any Lender, nor any other Indemnified Party shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any lost profits or special, indirect, consequential or punitive damages suffered suffxxxd by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders, the LC Issuer Fronting Banks and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the LC Issuer any Arranger, any Lender nor any Lender Fronting Bank shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the LC Issuer any Arranger, any Lender nor any Lender Fronting Bank undertakes any responsibility to the any Borrower to review or inform the such Borrower of any matter in connection with any phase of the such Borrower’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the LC Issuer any Arranger, any Lender nor any Lender Fronting Bank shall have liability to the such Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC Issuerany Arranger, any Lender, Lender nor any other Indemnified Party Fronting Bank shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower Borrower, on the one hand hand, and the Lenders, the Agent and the LC Issuer and the Administrative Agent on the other hand hand, shall be solely that of borrower and lender. Neither the Administrative Agent, nor the LC Issuer Issuer, nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, nor the LC Issuer Issuer, nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, nor the LC Issuer Issuer, nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction 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, nor the LC Issuer, any Lender, nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer any Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer any Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer any Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Borrower, the Agent, the LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and each of the Agent, each Arranger, each Lender and the Borrower hereby waives, releases and agrees not to xxx sue for, any lost profits or special, indirect, consequential or punitive damages damagxx suffered by the Borrower it 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).

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuer Arranger and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Administrative Agent, the LC Issuer nor Arranger or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Administrative Agent, the LC Issuer nor Arranger or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither none of the Administrative Agent, the LC Issuer nor Arranger or any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is except to the extent determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is soughtjurisdiction. Neither the Administrative Agent, the LC Issuer, Arranger or any Lender, Lender nor any other Indemnified Party the Borrower shall have any liability with respect to, and the Borrower (with respect to the Agent, the Arranger and each Lender) and the Agent, the Arranger and each Lender (with respect to the Borrower) hereby waives, releases and agrees not to xxx for, sue for any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower any such party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided provided, that nothing contained in this sentence shall limit or otherwise relieve in no way diminish the Borrower’s indemnity obligations under Section 9.6(b)9.06 to indemnify the Agent, the Arranger, each Lender, their respective affiliates, and each of their directors, officers, advisors, trustees and employees for any special, indirect or consequential damages awarded to an unaffiliated third party.

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities responsibility to the BorrowerBorrower or any Guarantor. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender undertakes any responsibility to the Borrower or any Guarantor to review or inform the Borrower or any Guarantor of any matter in connection with any phase of the Borrower’s or any Guarantor’s business or operations. The Borrower agrees and the Guarantors agree that neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower or any Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any Guarantor 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 LC Issuerany Arranger, any Lender, LC Issuer nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower and the Guarantors hereby waiveswaive, releases release and agrees agree not to xxx sxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower or any Guarantor in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, the LC Issuer, any Lender, Issuer nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any lost profits or special, indirect, consequential or punitive damages damaxxx suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower on the one hand Borrowers and the Lenders, the LC Issuer Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the LC Issuer Issuers nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the LC Issuer Issuers nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the such Borrower’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the LC Issuer Issuers nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless except to the extent it is determined in a final non-appealable judgment by a court of competent jurisdiction in a final and non-appealable order that such losses resulted from the gross negligence or willful misconduct of, or material breach of any of the Loan Documents by, the party from which recovery is sought. Neither the Administrative Agent, the LC Issuer, any Lender, Agent Issuers nor any other Indemnified Party Lender shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx sxx for, any lost profits or special, indirectpunitive, indirect or consequential or punitive damages suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to the Loan Documents Documents, the Transactions or the other transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).. 181

Nonliability of Lenders. The relationship between 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 borrower and lenderlenders. Neither the Administrative AgentAgents, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative AgentAgents, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Administrative AgentAgents, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative AgentAgents, the LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower on ----------------------- the one hand and the Lenders, the LC Issuer Issuers, the Swing Line Lender and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, the LC Issuer Issuers, the Swing Line Lender nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer Issuers, the Swing Line Lender nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the Arranger, the Swing Line Lender, the LC Issuer Issuers nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC IssuerArranger, any the Swing Line Lender, the LC Issuers nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither None of the Administrative Agent, the LC Issuer nor any Arranger or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Administrative Agent, the LC Issuer nor any Arranger or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither none of the Administrative Agent, the LC Issuer nor any Arranger or any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is except to the extent determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is soughtjurisdiction. Neither the Administrative Agent, any Arranger or any Lender nor the LC Issuer, any Lender, nor any other Indemnified Party Borrower shall have any liability with respect to, and the Borrower (with respect to the Agent, each Arranger and each Lender) and the Agent, each Arranger and each Lender (with respect to the Borrower) hereby waives, releases and agrees not to xxx for, for any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower any such 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).

Nonliability of Lenders. The relationship between the Borrower on the one hand Borrowers 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, the LC Issuer Agent nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Administrative Agent, the LC Issuer Agent nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the any Borrower’s 's business or operations. The Each Borrower agrees and each Guarantor agree that neither the Administrative Agent, the LC Issuer Agent nor any Lender shall have liability to the any Borrower or any Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower or any Guarantor 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 LC Issuer, any Lender, Agent nor any other Indemnified Party Lender shall have any liability with respect to, and the each Borrower and each Guarantor hereby waives, releases and agrees not to xxx forsue xxx, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the any Borrower or any Guarantor in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Borrower, the Agent, the Arranger, the LC Issuer, any Lender, Issuer nor any other Indemnified Party Lender shall have any liability with respect to, and each of the Borrower Borrower, the Agent, the Arranger, the LC Issuer and any Lender hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower any 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).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger, nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger, nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger, nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC Issuer, any LenderArranger, nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided . It is agreed that nothing contained the Arranger shall, in this sentence shall limit its capacity as such, have no duties or otherwise relieve responsibilities under the Borrower’s indemnity obligations under Section 9.6(b)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 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan 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 LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx forsue xxx, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Facility 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).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is 45 51 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 LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx forsue xxx, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower on the one hand Borrowers 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, the LC Issuer Agent nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Administrative Agent, the LC Issuer Agent nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the Borrower’s Borrowers' business or operations. Each of the Borrowers shall rely entirely upon its own judgment with respect to its business, and any review, inspection, or supervision of, or information supplied to the Borrowers by the Agent or the Lenders is for the protection of the Agent and the Lenders and neither the Borrowers nor any other Person is entitled to rely thereon. The Borrower agrees Borrowers (a) agree that neither the Administrative Agent, the LC Issuer Agent nor any Lender shall have liability to the Borrower Borrowers (whether sounding in tort, contract contract, or otherwise) for losses suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission omission, or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a judgment of a court of competent jurisdiction that is binding on the Agent, or such Lender, final and not subject to review on appeal, that such losses resulted from were the result of acts or omissions on the part of the Agent or such Lender, as the case may be, constituting gross negligence or willful misconduct of the party from which recovery is sought. Neither Whether or not such damages are related to a claim that is subject to the Administrative Agentwaiver effected above and whether or not such waiver is effective, neither the LC Issuer, any Lender, Agent nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower Borrowers hereby waiveswaive, releases release, and agrees agree not to xxx forsue xxx, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained thereby or the relationship established by the Loan Documents, or any act, omission, or event occurring in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b)connection therewith.

Nonliability of Lenders. The relationship between each of the Borrower 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither None of the Administrative Agent, the LC Issuer nor Arranger or any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. The Borrower Each of the Borrowers agrees that neither none of the Administrative Agent, the LC Issuer nor Arranger or any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, 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 LC Issuer, Arranger or any Lender, nor any other Indemnified Party Lender shall have any liability with respect to, and each of the Borrower Borrowers hereby waives, releases and agrees not to xxx sxx for, any lost profits or special, indirect, consequential or punitive damages suffered by the any Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, 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 LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by the any Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Credit Documents, or any act, omission or event occurring 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 LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx forsue xxx, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Credit 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).

Nonliability of Lenders. The relationship between 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 borrower and lenderlenders. Neither the Administrative AgentAgents, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative AgentAgents, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative AgentAgents, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative AgentAgents, the LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by xx the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuer and Arrangers, the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Administrative Agent, the LC Issuer nor any Arranger or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Administrative Agent, the LC Issuer nor any Arranger or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither none of the Administrative Agent, the LC Issuer nor any Arranger or any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is except to the extent determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is soughtjurisdiction. Neither the Administrative Agent, the LC Issuer, Arranger or any Lender, Lender nor any other Indemnified Party the Borrower shall have any liability with respect to, and the Borrower (with respect to the Agent, the Arranger and each Lender) and the Agent, each Arranger and each Lender (with respect to the Borrower) hereby waives, releases and agrees not to xxx for, for any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower any such party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided provided, that nothing contained in this sentence shall limit or otherwise relieve in no way diminish the Borrower’s indemnity indemnification obligations under Section 9.6(b)9.6.

Nonliability of Lenders. The relationship between the Borrower on the one hand and Borrower, the Lenders, the LC Issuer Issuer, and the Administrative Agent on the other hand shall be solely that of borrower borrower, lender and lenderletter of credit issuer. Neither the Administrative Agent, the LC Issuer Issuer, nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Issuer, nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Issuer, nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction 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 LC Issuer, any Lender, nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower Obligors on the one hand and the Lenders, the LC Issuer Issuers and the Administrative Agent Agents on the other hand shall be solely that of borrower (and/or guarantor, as applicable) and lender. Neither None of the Administrative AgentAgents, the Arrangers, the LC Issuer nor Issuers or any Lender shall have any fiduciary responsibilities to the BorrowerObligors. Neither None of the Administrative AgentAgents, the Arrangers, the LC Issuer nor Issuers or any Lender undertakes any responsibility to the Borrower Obligors to review or inform the Borrower Obligors of any matter in connection with any phase of the Borrower’s any Obligor's business or operations. The Borrower agrees Obligors agree that neither none of the Administrative AgentAgents, the Arrangers, the LC Issuer nor Issuers or any Lender shall have liability to the Borrower Obligors (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Obligors in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final final, non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct or breach of the obligations under the Loan Documents of the party from which recovery is sought. Neither None of the Administrative AgentAgents, the Arrangers, the LC Issuer, Issuers or any Lender, nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower Obligors hereby waiveswaive, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower Obligors 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).

Nonliability of Lenders. The relationship between the Borrower Borrowers, on the one hand hand, and the Lenders, the LC Issuer Lenders and the Administrative Agent Agent, on the other hand other, shall be solely that of borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the Borrower’s any Credit Party's business or operations. The Borrower agrees Borrowers agree that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any 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 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 LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower it 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).

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders, the LC Issuer Agent and the Administrative Collateral Agent on the other hand shall be solely that of borrower borrowers and lender. Neither the Administrative Agent, the LC Issuer Collateral Agent nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Administrative Agent, the LC Issuer Collateral Agent nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the Borrower’s Borrowers' business or operationsoperations or to review or determine that payments by investors or purchasers of Pledged Items are deposited in the Settlement Account of the Borrower that owned such Pledged item immediately prior to the sale thereof to such investor or purchaser. The Borrower agrees Borrowers agree that neither the Administrative Agent, the LC Issuer Collateral Agent nor any Lender shall have liability to the Borrower Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewiththerewith (including but not limited to any of the foregoing resulting from the negligence of any of the Agent, the Collateral Agent or any Lender), 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 LC Issuer, any Lender, Collateral Agent nor any other Indemnified Party Lender shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).. 9.9

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, the LC Issuer, any Lender, Issuer nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx forsux xor, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower Borrowers on ----------------------- the one hand and the Lenders, the LC Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the LC Issuer Agent nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Administrative Agent, the LC Issuer nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the Borrower’s Borrowers's business or operations. The Borrower agrees Borrowers agree that neither the Administrative Agent, the LC Issuer nor any Lender shall have liability to the Borrower Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC Issuer, any Lender, Issuer nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower Borrowers hereby waivesjointly and severally waive, releases release and agrees agree not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx forsue xxx, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).punitive

Nonliability of Lenders. The relationship between the Borrower on the one hand and Borrower, the Lenders, the LC Issuer Issuer, and the Administrative Agent on the other hand shall be solely that of borrower borrower, lender and lenderletter of credit issuer. Neither the Administrative Agent, the LC Issuer Issuer, nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Issuer, nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower 58 agrees that neither the Administrative Agent, the LC Issuer Issuer, nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction 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 LC Issuer, any Lender, nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative AgentAgents, the Co-Lead Arrangers, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower or any of its Subsidiaries. Neither None of the Administrative AgentAgents, the Co-Lead Arrangers, the LC Issuer nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower of any matter in connection with any phase of the Borrower’s or such Subsidiary’s business or operations. The Borrower agrees that neither none of the Administrative AgentAgents, the Co-Lead Arrangers, the LC Issuer nor any Lender shall have liability to the Borrower or any of its Subsidiaries (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any of its Subsidiaries in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither None of the Administrative AgentAgents, the Co-Lead Arrangers, the LC Issuer, any Lender, Issuer nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower or any of its Subsidiaries 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).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-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 LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the each Borrower on the one hand and the Lenders, the LC L/C Issuer and the Administrative Agent Agents on the other hand shall be solely that of borrower and lender. Neither None of the Administrative AgentAgents, the LC Issuer nor Arranger, any Lender or the L/C Issuer shall have any fiduciary responsibilities to the any Borrower. Neither None of the Administrative AgentAgents, the LC Issuer nor Arranger, any Lender or the L/C Issuer undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the such Borrower’s business or operations. The Each Borrower agrees that neither none of the Administrative AgentAgents, the LC Issuer nor Arranger, any Lender or the L/C Issuer shall have liability to the such Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the 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 Administrative AgentAgents, the LC IssuerArranger, any Lender, nor any other Indemnified Party Lender or the L/C Issuer shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages (as opposed to direct or actual damages) suffered by the such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the any Borrower to review or inform the such Borrower of any matter in connection with any phase of the such Borrower’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the such Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any lost profits or special, indirect, consequential or punitive damages suffered suxxxred by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Transaction Documents, or any act, omission or event occurring 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 LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Transaction 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).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any lost profits or special, indirect, consequential or punitive damages damagex suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between the Borrower 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 borrower and lender. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the either Borrower. Neither the Administrative Agent, the LC Issuer Arranger nor any Lender undertakes any responsibility to the either Borrower to review or inform the such Borrower of any matter in connection with any phase of the such Borrower’s 's business or operations. The Each Borrower agrees that neither the Administrative Agent, the LC Issuer Arranger nor any Lender shall have liability to the such Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the 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 Administrative Agent, the LC Issuer, any Lender, Arranger nor any other Indemnified Party Lender shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).

Nonliability of Lenders. The relationship between 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 borrower and lender. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower or the REIT. Neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrower or the REIT to review or inform the Borrower them of any matter in connection with any phase of the Borrower’s business or operationsoperations of the Borrower or the REIT. The Borrower agrees and the REIT agree that neither the Administrative Agent, the Arranger, the LC Issuer nor any Lender shall have liability to the Borrower or the REIT (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or the REIT in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, the LC Issuer, any Lender, Issuer nor any other Indemnified Party Lender shall have any liability with respect to, and the Borrower or the REIT hereby waiveswaive, releases release and agrees agree not to xxx for, any lost profits or special, indirect, indirect or consequential or punitive damages suffered by the Borrower or the REIT in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b).