Common use of Nonliability Clause in Contracts

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any Arranger, any LC Issuer or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any Arranger, any LC Issuer or any Bank shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the ArrangersArranger, the LC Issuers and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any the Arranger, any LC Issuer or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each None of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any the Arranger, any LC Issuer or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any the Arranger, any LC Issuer or any Bank shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrowers. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, of or in any way related to, to the transactions contemplated and the relationship established by the Credit Documents, Loan Documents or any act, omission or event occurring in connection therewith, therewith 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, willful misconduct or willful misconduct breach (not promptly remedied upon receipt of notice of such breach) of the party from which recovery is sought. None of the Borrowers, the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any liability with respect to, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrowers. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, 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. None of the Borrowers, the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any liability with respect to, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the BanksLenders, the Arrangers, the LC Issuers each Issuing Bank and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. No provision in any Loan Document, the transactions contemplated thereby, any relationships established thereby, any communications pursuant thereto or the nature of services provided by the Lenders, each Issuing Bank and the Agent shall create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders, each Issuing Bank and the Agent on the one hand and the Borrowers and their subsidiaries, Affiliates or equityholders on the other hand. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, of or in any way related to, to the transactions contemplated and the relationship established by the Credit Documents, Loan Documents or any act, omission or event occurring in connection therewith, therewith unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from (a) the gross negligence or willful misconduct of the party from which recovery is sought. None sought or (b) the material breach by the party from which recovery is sought of its agreements hereunder or under the other Loan Documents (it being agreed, however, that no such breach shall be deemed to occur as a result of any reasonable assertion in good faith by the Agent, any Arranger, any LC Issuer Issuing Bank or any Lender that any condition to any of its obligations hereunder has not been satisfied). None of the Borrowers, the Agent, any Arranger, any Issuing Bank or any Lender shall have any liability with respect tofor, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, of or in any way related to the Credit Loan Documents or the transactions contemplated thereby; provided that each Borrower shall be obligated as, and subject to the limitations, provided in Section 9.6 to indemnify the Agent, each Arranger, each Issuing Bank, each Lender and their Related Parties against any special, indirect, consequential or punitive damages that may be awarded against them.

Nonliability. The relationship between the Company, Borrower on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of Neither the Agent, any Arranger, any LC Issuer or Issuing Bank nor any Bank Lender shall have any fiduciary responsibilities to the CompanyBorrower. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of Neither the Agent, any Arranger, any LC Issuer or Issuing Bank nor any Bank Lender undertakes any responsibility to the Company Borrower to review or inform the Company Borrower of any matter in connection with any phase of the Company’s Borrower's business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company Borrower agrees that none of neither the Agent, any Arranger, any LC Issuer or Issuing Bank nor any Bank Lender shall have liability to the Company Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, 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. None of Neither the Borrower, the Agent, any Arranger, any LC Issuer or Issuing Bank nor any Bank Lender shall have any liability with respect to, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages daxxxes suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers Arrangers and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer Arranger or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer Arrangers and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer Arranger or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any Arranger, any LC Issuer Arranger or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any Arranger, any LC Issuer Arranger or any Bank Bank, or any of their respective directors, officers, employees or agents, shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any either Arranger, any LC Issuer or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any either Arranger, any LC Issuer or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any either Arranger, any LC Issuer or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any either Arranger, any LC Issuer or any Bank shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers Arranger and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer the Arranger or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer Arranger and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer the Arranger or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any Arranger, any LC Issuer the Arranger or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any Arranger, any LC Issuer the Arranger or any Bank Bank, or any of their respective directors, officers, employees or agents, shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the BanksLenders, the Arrangers, the LC Issuers each Issuing Bank and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. No provision in any Loan Document, the transactions contemplated thereby, any relationships established thereby, any communications pursuant thereto or the nature of services provided by the Lenders, each Issuing Bank and the Agent shall create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders, each Issuing Bank and the Agent on the one hand and the Borrowers and their subsidiaries, Affiliates or equityholders on the other hand. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, of or in any way related to, to the transactions contemplated and the relationship established by the Credit Documents, Loan Documents or any act, omission or event occurring in connection therewith, therewith unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from (a) the gross negligence or willful misconduct of the party from which recovery is sought. None sought or (b) the material breach by the party from which recovery is sought of its agreements hereunder or under the other Loan Documents (it being agreed, however, that no such breach shall be deemed to occur as a result of any reasonable assertion in good faith by the Agent, any Arranger, any LC Issuer Issuing Bank or any Lender that any condition to any of its obligations hereunder has not been satisfied). None of the Borrowers, the Agent, any Arranger, any Issuing Bank or any Lender shall have any liability with respect tofor, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, of or in any way related to the Credit Loan Documents or the transactions contemplated thereby; provided, that each Borrower shall be obligated as, and subject to the limitations, provided in Section 9.6 to indemnify the Agent, each Arranger, each Issuing Bank, the Swingline Lender, each Lender and their Related Parties against any special, indirect, consequential or punitive damages that may be awarded against them.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any Arranger, any LC Issuer or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any Arranger, any LC Issuer or any Bank Bank, or any of their respective directors, officers, employees or agents, shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers Issuers, the Sustainability Structuring Agent and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, the Sustainability Structuring Agent, any Arranger, any LC Issuer or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Sustainability Structuring Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, the Sustainability Structuring Agent, any Arranger, any LC Issuer or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, the Sustainability Structuring Agent, any Arranger, any LC Issuer or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, the Sustainability Structuring Agent, any Arranger, any LC Issuer or any Bank Bank, or any of their respective directors, officers, employees or agents, shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the BanksLenders, the Arrangers, the LC Issuers each Issuing Bank and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. No provision in any Loan Document, the transactions contemplated thereby, any relationships established thereby, any communications pursuant thereto or the nature of services provided by the Lenders, each Issuing Bank and the Agent shall create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders, each Issuing Bank and the Agent on the one hand and the Borrowers and their subsidiaries, Affiliates or equityholders on the other hand. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, of or in any way related to, to the transactions contemplated and the relationship established by the Credit Documents, Loan Documents or any act, omission or event occurring in connection therewith, therewith unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from (a) the gross negligence or willful misconduct of the party from which recovery is sought. None sought or (b) the material breach by the party from which recovery is sought of its agreements hereunder or under the other Loan Documents (it being agreed, however, that no such breach shall be deemed to occur as a result of any reasonable assertion in good faith by the Agent, any Arranger, any LC Issuer Issuing Bank or any Lender that any condition to any of its obligations hereunder has not been satisfied). None of the Borrowers, the Agent, any Arranger, any Issuing Bank or any Lender shall have any liability with respect tofor, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, of or in any way related to the Credit Loan Documents or the transactions contemplated thereby; provided, that each Borrower shall be obligated as, and subject to the limitations, provided in Section 9.6 to indemnify the Agent, each Arranger, each Issuing Bank, each Lender and their Related Parties against any special, indirect, consequential or punitive damages that may be awarded against them.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any Arranger, any LC Issuer or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any Arranger, any LC Issuer or any Bank Bank, or any of their respective directors, officers, employees or agents, shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the ArrangersArranger, the LC Issuers and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any the Arranger, any LC Issuer or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any the Arranger, any LC Issuer or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any the Arranger, any LC Issuer or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any the Arranger, any LC Issuer or any Bank shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrowers. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit 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. None of the Borrowers, the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any liability with respect to, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of the Agent, any the Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrowers. None of the Agent, any the Arranger, any LC Issuer Issuing Bank or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any the Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, 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. None of the Borrowers, the Agent, any the Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any liability with respect to, and each of the Company Agent, the Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrowers. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit 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. None of the Borrowers, the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any liability with respect to, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of the Agent, any Arrangerthe Arrangers, any LC Issuer Issuing Bank or any Bank Lender shall have any fiduciary responsibilities to the CompanyBorrowers. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each None of the Agent, the Arrangers, each LC Issuer and each any Issuing Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arrangerthe Arrangers, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, 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. None of the Borrowers, the Agent, any Arrangerthe Arrangers, any LC Issuer Issuing Bank or any Bank Lender shall have any liability with respect to, and each of the Company Agent, the Arrangers, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers Arrangers and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer Arranger or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer Arrangers and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer Arranger or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any Arranger, any LC Issuer Arranger or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any Arranger, any LC Issuer Arranger or any Bank shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrower on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrower. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender undertakes any responsibility to the Company Borrower to review or inform the Company Borrower of any matter in connection with any phase of the CompanyBorrower’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company Borrower agrees that none of the Agent, any Arranger, any LC Issuer or Issuing Bank nor any Bank Lender shall have liability to the Company Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, 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. None of the Borrower, the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any liability with respect to, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the BanksLenders, the Arrangers, the LC Issuers each Issuing Bank and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. No provision in any Loan Document, the transactions contemplated thereby, any relationships established thereby, any communications pursuant thereto or the nature of services provided by the Lenders, each Issuing Bank and the Agent shall create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders, each Issuing Bank and the Agent on the one hand and the Borrowers and their subsidiaries, Affiliates or equityholders on the other hand. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, of or in any way related to, to the transactions contemplated and the relationship established by the Credit Documents, Loan Documents or any act, omission or event occurring in connection therewith, therewith unless it is determined in a final non-non- appealable judgment by a court of competent jurisdiction that such losses resulted from (a) the gross negligence or willful misconduct of the party from which recovery is sought. None sought or (b) the material breach by the party from which recovery is sought of its agreements hereunder or under the other Loan Documents (it being agreed, however, that no such breach shall be deemed to occur as a result of any reasonable assertion in good faith by the Agent, any Arranger, any LC Issuer Issuing Bank or any Lender that any condition to any of its obligations hereunder has not been satisfied). None of the Borrowers, the Agent, any Arranger, any Issuing Bank or any Lender shall have any liability with respect tofor, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, of or in any way related to the Credit Loan Documents or the transactions contemplated thereby; provided, that each Borrower shall be obligated as, and subject to the limitations, provided in Section 9.6 to indemnify the Agent, each Arranger, each Issuing Bank, the Swingline Lender, each Lender and their Related Parties against any special, indirect, consequential or punitive damages that may be awarded against them.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrowers. None of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, 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. None of the Borrowers, the Agent, any Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any liability with respect to, and each of the Company Agent, each Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, Borrowers individually on the one hand, hand and the Banks, the Arrangers, the LC Issuers Lenders and the Agent, Agent on the other hand, hand shall be solely that of borrower and lender. None of the Agent, any the Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrowers. None of the Agent, any the Arranger, any LC Issuer Issuing Bank or any Bank Lender undertakes any responsibility to the Company Borrowers to review or inform the Company Borrowers of any matter in connection with any phase of the Company’s business Borrowers’ businesses or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees Borrowers agree that none of the Agent, any the Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have liability to the Company Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the Company Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, 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. None of the Borrowers, the Agent, any the Arranger, any LC Issuer Issuing Bank or any Bank Lender shall have any liability with respect to, and each of the Company Agent, the Arranger, each Issuing Bank, each Lender and each Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by the Company it in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers Arranger and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any Arranger, any LC Issuer the Arranger or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer Arranger and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any Arranger, any LC Issuer the Arranger or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any Arranger, any LC Issuer the Arranger or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any Arranger, any LC Issuer the Arranger or any Bank shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.

Nonliability. The relationship between the Company, on the one hand, and the Banks, the Arrangers, the LC Issuers Issuer and the Agent, on the other hand, shall be solely that of borrower and lender. None of the Agent, any either Arranger, any the LC Issuer or any Bank shall have any fiduciary responsibilities to the Company. To the fullest extent permitted by law, the Company hereby waives and releases any claims that it may have against each of the Agent, the Arrangers, each LC Issuer and each Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. None of the Agent, any either Arranger, any the LC Issuer or any Bank undertakes any responsibility to the Company to review or inform the Company of any matter in connection with any phase of the Company’s 's business or operations. The Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection, supervision or information supplied to the Company by the Banks is for the protection of the Banks and neither the Company nor any third party is entitled to rely thereon. The Company agrees that none of the Agent, any either Arranger, any the LC Issuer or any Bank shall have liability to the Company (whether sounding in tort, contract or otherwise) for losses suffered by the Company in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the 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. None of the Agent, any either Arranger, any the LC Issuer or any Bank shall have any liability with respect to, and the Company hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Company in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby.