Common use of Waiver of Consequential Damages, Etc Clause in Contracts

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto no Loan Party shall not assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than thereby. No Loan Party shall be liable for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages resulting from the gross negligencedamages) arising out of, bad faith in connection with, or willful misconduct as a result of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under this Agreement, any other Loan DocumentDocument or any agreement or instrument contemplated hereby, in each casethe transactions contemplated hereby or thereby, as determined by a final and nonappealable judgment any Loan or Letter of a court Credit or the use of competent jurisdictionproceeds thereof.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto no Loan Party shall not assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than thereby. No Loan Party shall be liable for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages resulting from the gross negligencedamages) arising out of, bad faith in connection with, or willful misconduct as a result of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under this Agreement, any other Loan DocumentDocument or any agreement or instrument contemplated hereby, in each casethe transactions contemplated hereby or thereby, as determined by a final and nonappealable judgment any Loan or the use of a court of competent jurisdictionproceeds thereof.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto the Borrower and the Lender shall not assert, and the Borrower and the Lender each hereby waives, and acknowledges that no other Person shall have, any claim against the Borrower or any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any the Loan or the use of the proceeds thereof (it being agreed thereof, provided that the Borrower’s indemnity and contribution obligations set forth nothing in this Section 9.06 9.04(c) shall apply in respect relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages that may be awarded asserted against any such Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)party. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto no Loan Party shall not assert, and each Loan Party hereby waives, any claim against any other party heretoIndemnitee, and each of the Agents, each L/C Issuer and each Lender agrees not to assert or permit any of their respective subsidiaries to assert any claim against Parent or any of its Subsidiaries or any of their respective directors, officers, employees, attorneys, agents or advisors, on any theory of liability, for special, indirect, consequential (including, without limitation, any loss of profits, business or anticipated savings) or punitive damages (in each case, as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that for the Borroweravoidance of doubt, nothing in this Section 10.04(c) shall limit any Indemnitee’s indemnity and contribution obligations right to indemnification provisions for third party claims as set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee10.04(b)). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionthereby.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party no Indemnitee or any Loan Party shall have any liability, and none of such parties hereto shall not assert, and each hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that the Borrower’s indemnity foregoing shall not in any way limit the indemnification and contribution expense reimbursement obligations set forth in of the Loan Parties under this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)Agreement. No Indemnitee referred to in subsection clause (b) above shall be liable to any Borrower, any Lender, any L/C Issuer or any other Person for any damages losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages losses, claims, damages, liabilities or expenses resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, Indemnified Person as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party none of the parties hereto or any Indemnitee shall not assert, and each of them hereby waives, any claim against any other party heretoPerson, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided, that the Borrowersuch waiver shall not apply to any parties or any Indemnitee’s indemnity right to indemnification hereunder for losses, claims, penalties, damages, liabilities and contribution obligations set forth in this Section 9.06 shall apply in respect related expenses incurred by any party or Indemnitee as a result of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a any third party unaffiliated with the Indemnitee)party. No Indemnitee referred to in subsection paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To No Indemnitee shall be liable to the fullest extent permitted by applicable lawBorrower, each party hereto shall not assertits Affiliates or any other Person, and hereby waivesthe Borrower and its Affiliates will not be liable to any Indemnitee, its Affiliates or any other Person, for any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, Swingline Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof; provided, that, nothing contained in this Section 10.4(d) shall limit the Borrower’s indemnity and contribution indemnification obligations set forth in this Section 9.06 shall apply in with respect of any special, to indirect, consequential or punitive damages that may be awarded damage claims, to the extent of the indemnification provided in Section 10.4(b) (but only to the extent asserted against any Indemnitee in connection with a claim by a third party unaffiliated with the (other than another Indemnitee)). No Indemnitee referred to in subsection (bSection 10.4(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that the BorrowerWBA’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawRequirements of Law, each party hereto none of Holdings, the Borrower or any Indemnitee shall assert (and Holdings shall cause its Subsidiaries not to assert), and each of Holdings, the Borrower or any Indemnitee hereby waiveswaives (and Holdings agrees to cause its Subsidiaries to waive), any claim against any other party heretoIndemnitee or Holdings, the Borrower or any Subsidiary, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument other document contemplated hereby, the transactions contemplated hereby or thereby, any Loan Commitment or any Credit Extension, or the use of the proceeds thereof or such Person’s activities in connection therewith (it being agreed whether before or after the Closing Date); provided that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect such waiver of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with shall not limit the Indemniteeindemnification obligations of the Borrower under Section 9.05(b). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients others of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or Agreement, the other Loan Documents or the transactions contemplated hereby or thereby thereby, other than for direct or actual damages resulting from as a result of the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionjurisdiction in a final and non-appealable judgment.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLegal Requirement, each party hereto no Credit Party shall not assert, agrees not to assert and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Advance or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity fullest extent permitted by applicable Legal Requirement, no Indemnitee shall assert, agrees not to assert, and contribution obligations set forth in this Section 9.06 shall apply in respect hereby waives, any claim against any Credit Party or any Affiliate thereof, on any theory of any liability, for special, indirect, consequential or punitive damages that may be awarded against any Indemnitee (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby. For the avoidance of doubt, the parties hereto acknowledge and agree that a claim by for indemnity under Section 9.1(b) above, to the extent covered thereby, is a third party unaffiliated with the Indemnitee)claim of direct or actual damages. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLegal Requirement, each party hereto no Credit Party shall assert, agrees not to assert, and hereby waives, any claim against any other party hereto, Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Advance or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity fullest extent permitted by applicable Legal Requirement, no Lender Party shall assert, agrees not to assert, and contribution obligations set forth in this Section 9.06 shall apply in respect hereby waives, any claim against any Credit Party on any theory of any liability, for special, indirect, consequential or punitive damages that may be awarded against any Indemnitee (as opposed to direct or actual damages) arising out of, in connection with with, or as a claim by a third party unaffiliated with result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the Indemnitee)transactions contemplated hereby or thereby, any Advance or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (ba) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto the Borrower shall not assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. Nothing contained in this Section 10.04 shall be deemed to restrict the Borrower’s right to pursue any and all legal remedies available to the Borrower for breach of any representation, covenant, warranty or other agreement set forth in any Loan Document.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLegal Requirement, each party hereto no Credit Party shall not assert, agrees not to assert and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Advance or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity fullest extent permitted by applicable Legal Requirement, no Indemnitee shall assert, agrees not to assert, and contribution obligations set forth in this Section 9.06 shall apply in respect hereby waives, any claim against any Credit Party or any Affiliate thereof, on any theory of any liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby. For the avoidance of doubt, the parties hereto acknowledge and agree that may be awarded against a claim for indemnity under Section 9.1(b) above, to the extent covered thereby, is a claim of direct or actual damages and nothing contained in the foregoing sentence shall limit the Borrower’s indemnification obligations to the extent set forth in clause (b) above to the extent such special, indirect, consequential or punitive damages are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such indemnified person is otherwise entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each no party hereto shall not assert, and hereby waives, and each party hereto acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that the nothing shall limit any Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any obligation to the extent that such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee in connection with a claim by a third party unaffiliated with any Indemnitee with respect to which the Indemnitee)applicable Indemnitee is entitled to indemnification under subsection (b) above. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients others of any information or other materials distributed to such unintended recipients party by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionthereby.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, none of the parties to this Agreement shall assert, and each party hereto shall not assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients (excluding any Indemnitee) of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual except to the extent that such damages resulting from the gross negligence, bad faith or willful misconduct are determined by a court of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of a court such Indemnitee; provided, however, that in no event will any Indemnitee have any liability for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). The indemnities in this Section 11.04(b) shall not abrogate, modify or diminish the obligations of competent jurisdictionthe Administrative Agent and the Lenders to keep certain information confidential in the manner and to the extent provided in Section 11.07.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto neither the Borrower nor any Indemnitee shall not assert, and each of them hereby waives, any claim against any of the other party heretoof them, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided however that the Borrower’s indemnity foregoing limitation shall not be deemed to impair or affect the indemnification obligations of the Borrower under this Agreement to the extent such indemnification obligations are with respect to losses, claims, damages, liabilities and contribution obligations set forth in this Section 9.06 shall apply in respect related expenses (including the reasonable fees, charges and disbursements of any special, indirect, consequential counsel for any Indemnitee) incurred by any Indemnitee or punitive damages that may be awarded asserted against any Indemnitee in connection with a claim by a third party unaffiliated with any Person that is neither an Indemnitee nor the Indemnitee)Borrower. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction; provided that this sentence shall not be deemed to limit an Indemnitee’s obligations in Section 10.08.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawApplicable Law, each party none of the parties hereto shall not assert, and each of the parties hereto hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed provided that this sentence shall not limit the any Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any or reimbursement obligation to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemniteewhich an Indemnitee is otherwise entitled to indemnification thereunder). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable non-appealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto no Loan Party shall not assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction or (y) a claim brought by any Loan Party against such Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, no party hereto shall assert, and each party hereto shall not asserthereby waives, and hereby waivesacknowledges that no other Person shall have, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof thereof; provided that nothing contained in this clause (it being agreed that d) shall limit the BorrowerCompany’s indemnity and contribution indemnification obligations set forth in this Section 9.06 shall apply in respect of any above to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto Borrower and any Indemnitee shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that nothing contained in this sentence shall limit the BorrowerCompany’s indemnity and contribution reimbursement obligations set forth in this Section 9.06 shall apply in respect of any to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To Each of the fullest extent permitted by applicable law, each party hereto Company and the Designated Borrowers agrees that no Indemnitee shall not assert, and hereby waives, have any claim against any other party hereto, on any theory of liability, for special, liability (whether direct or indirect, consequential in contract or punitive damages (as opposed tort or otherwise) to direct it or actual damages) its Subsidiaries or Affiliates or to its or their respective equity holders or creditors arising out of, or related to or in connection with, or as a result of, with any aspect of this Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof, except to the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect extent of any direct, as opposed to special, indirect, consequential or punitive punitive, damages that may be awarded against any Indemnitee determined in connection a final judgment, with a claim respect to which all appeals have been exhausted or abandoned, by a third party unaffiliated with court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, agents or advisors or such Indemnitee)’s breach in bad faith of its obligations under this Agreement or the other Loan Documents. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from (i) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties as determined by a final judgment, with respect to which all appeals have been exhausted or abandoned, by a material court of competent jurisdiction or (ii) a claim brought by any Borrower against such Indemnitee for breach in bad faith of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, if such Borrower has obtained a final judgment, with respect to which all appeals have been exhausted or abandoned, in each case, its favor on such claim as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party no Indemnitee or any Loan Party shall have any liability, and none of such parties hereto shall not assert, and each hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that the Borrower’s indemnity foregoing shall not in any way limit the indemnification and contribution expense reimbursement obligations set forth in of the Loan Parties under this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)Agreement. No Indemnitee referred to in subsection clause (b) above shall be liable to the Borrower, any Lender, any L/C Issuer or any other Person for any damages losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages losses, claims, damages, liabilities or expenses resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, Indemnified Person as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto shall the Company will not assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients (excluding any Indemnitee) of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The indemnities in this Section 10.04 shall not abrogate, modify or diminish the obligations of the Administrative Agent, the Lenders and the L/C Issuer to keep certain information confidential in the manner and to the extent provided in Section 10.07.

Waiver of Consequential Damages, Etc. To No Indemnitee shall be liable to the fullest extent permitted by applicable lawBorrower, each party hereto shall not assertits Affiliates or any other Person, and hereby waivesthe Borrower and its Affiliates will not be liable to any Indemnitee, its Affiliates or any other Person, for any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, Swingline Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof; provided, that, nothing contained in this Section 10.04(d) shall limit the Borrower’s indemnity and contribution indemnification obligations set forth in this Section 9.06 shall apply in with respect of any special, to indirect, consequential or punitive damages that may be awarded against any Indemnitee damage claims, to the extent of the indemnification provided in connection with a claim by a third party unaffiliated with the IndemniteeSection 10.04(b). No Indemnitee referred to in subsection (b10.04(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawApplicable Law, each no party hereto or Related Party thereof shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretohereto or any Related Party thereof (including any Indemnitee), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof; provided, the Borrower’s foregoing shall not limit Borrowers’ indemnity and contribution reimbursement obligations set forth in this Section 9.06 shall apply in respect of 11.04(b) to the extent any such special, indirect, consequential or punitive damages that may be awarded are included in any third party claim against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby thereby, other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or as a material breach result of such Indemnitee’s gross negligence, willful misconduct or material breach of its Related Parties’ obligations hereunder or under any other Loan Document, Document as found in each case, as determined by a final and nonappealable judgment of by a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest full extent permitted by applicable lawLaw, each party hereto no Loan Party shall not assert, and each Loan Party hereby waives, any claim against any other party heretoIndemnitee, and each of the Agents, each L/C Issuer and each Lender agrees not to assert or permit any of their respective subsidiaries to assert any claim against the Borrower or any of its Subsidiaries or any of their respective directors, officers, employees, attorneys, agents or advisors, on any theory of liability, for special, indirect, consequential (including, without limitation, any loss of profits, business or anticipated savings) or punitive damages (in each case, as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that for the Borroweravoidance of doubt, nothing in this Section 10.04(c) shall limit any Indemnitee’s indemnity and contribution obligations right to indemnification provisions for third party claims as set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee10.04(b)). No Indemnitee referred to in subsection clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionthereby.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto shall not assert, and hereby waives, any claim against any other party hereto, any Subsidiary of the Borrower or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided, that the foregoing shall not limit the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of pursuant to clause (b) above to the extent any such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee in connection with a claim by a third party unaffiliated claim with respect to which the Indemnitee)Borrower is otherwise liable for indemnification therefor. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, but without limiting in any respect the indemnification obligations of any Borrower under clause (b) above, no party hereto shall assert, and each party hereto shall not assert, and hereby waives, any claim against any other party heretohereto (and with respect to the Borrowers, their respective Subsidiaries also), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Revolving Credit Advance or Letter of Credit, or the use of the proceeds thereof thereof; provided, however that if an Event of Default under Section 6.01(e) shall have occurred and be continuing, then the waiver made by the Indemnified Parties under this clause (it being agreed that the Borrower’s indemnity d) shall immediately terminate, and contribution obligations set forth in this Section 9.06 shall apply in respect be of any special, indirect, consequential no further force or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)effect whatsoever. No Indemnitee Indemnified Party referred to in subsection clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionthereby.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto no Loan Party shall not assert, and each Loan Party, on behalf of itself, each of its Subsidiaries and each of their respective Related Parties, hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity fullest extent permitted by applicable law, no Indemnitee shall assert, and contribution obligations set forth in this Section 9.06 shall apply in respect the Administrative Agent, each L/C Issuer and each Lender, on behalf of each Indemnitee, hereby waives, any claim against the Company, any other Loan Party, any Subsidiary or any of their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages that may be awarded against any Indemnitee (as opposed to direct or actual damages) arising out of, in connection with with, or as a claim by a third party unaffiliated with result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Indemnitee)transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto neither the Borrower nor any Indemnitee shall not assert, and each of the Borrower and the Indemnitees hereby waives, any claim against the Borrower, any other party heretoLoan Party or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. For the avoidance of doubt, this subsection (d) shall not limit the obligation of the Borrower to indemnify each Indemnitee for any liabilities or damages incurred by such Indemnitee that are asserted against such Indemnitee by a third party and that are payable by the Borrower pursuant to Section 11.04(b).

Waiver of Consequential Damages, Etc. To the fullest full extent permitted by applicable lawLaw, each party hereto no Loan Party shall not assert, and each Loan Party hereby waives, any claim against any other party heretoIndemnitee, and each of the Agents and each Lender agrees not to assert or permit any of their respective Subsidiaries to assert any claim against the Borrower or any of its Subsidiaries or any of their respective directors, officers, employees, attorneys, agents or advisors, on any theory of liability, for special, indirect, consequential (including, without limitation, any loss of profits, business or anticipated savings) or punitive damages (in each case, as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that for the Borroweravoidance of doubt, nothing in this Section 10.04(c) shall limit any Indemnitee’s indemnity and contribution obligations right to indemnification provisions for third party claims as set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee10.04(b)). No Indemnitee referred to in subsection clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting thereby, except to the extent the liability of such Indemnitee is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the such Indemnitee’s gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto no Loan Party, nor any Subsidiary thereof, shall not assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. To the fullest extent permitted by applicable Law, no Indemnitee shall assert, and the Administrative Agent and each Lender hereby waives, and acknowledges that none of its Related Parties shall have, any claim against any Loan Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages, including direct or actual damages resulting from any claims for special, indirect, consequential or punitive damages made against such Indemnitee) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, none of the parties to this Agreement shall assert, and each party hereto shall not assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual except to the extent that such damages resulting from the gross negligence, bad faith or willful misconduct are determined by a court of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of a court such Indemnitee; provided, however, that in no event will any Indemnitee have any liability for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). Nothing in this Section 11.04(d) shall abrogate, modify or diminish the obligations of competent jurisdictionthe Administrative Agent and the Lenders to keep certain information confidential in the manner and to the extent provided in Section 11.07.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto neither the Borrower nor any Indemnitee shall not assert, and each of them hereby waives, any claim against any of the other party heretoof them, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed thereof; provided however that the Borrower’s indemnity foregoing limitation shall not be deemed to impair or affect the indemnification obligations of the Borrower under this Agreement to the extent such indemnification obligations are with respect to losses, claims, damages, liabilities and contribution obligations set forth in this Section 9.06 shall apply in respect related expenses (including the reasonable fees, charges and disbursements of any special, indirect, consequential counsel for any Indemnitee) incurred by any Indemnitee or punitive damages that may be awarded asserted against any Indemnitee in connection with a claim by a third party unaffiliated with any Person that is neither an Indemnitee nor the Indemnitee)Borrower. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction; provided that this sentence shall not be deemed to limit an Indemnitee’s obligations in Section 10.08.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each no party hereto hereunder shall not assert, and each party hereunder hereby waives, any claim against any other party heretohereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed thereof; provided, however, that the Borrower’s indemnity and contribution obligations obligation of the Borrower to indemnify the Indemnitees as otherwise set forth in this Section 9.06 herein arising from claims brought by third parties shall apply in respect of any special, indirect, consequential or punitive damages that may not be awarded against any Indemnitee in connection with a claim limited by a third party unaffiliated with the Indemnitee)foregoing. No Indemnitee referred to in subsection clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Transaction Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby; provided, however, that such use was not due to the gross negligence, willful misconduct or breach in bad faith or willful misconduct of such by an Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, referred to in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionclause (b) above.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto neither any Borrower nor any Indemnitee shall not assert, and each of them hereby waives, any claim against any of the other party heretoof them, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided however that the Borrower’s indemnity foregoing limitation shall not be deemed to impair or affect the indemnification obligations of the Borrowers under this Agreement to the extent such indemnification obligations are with respect to losses, claims, damages, liabilities and contribution obligations set forth in this Section 9.06 shall apply in respect related expenses (including the reasonable fees, charges and disbursements of any special, indirect, consequential counsel for any Indemnitee) incurred by any Indemnitee or punitive damages that may be awarded asserted against any Indemnitee in connection with a claim by a third party unaffiliated with any Person that is neither an Indemnitee nor the Indemnitee)Borrowers. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction; provided that this sentence shall not be deemed to limit an Indemnitee’s obligations in Section 10.08.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity and contribution obligations set forth in fullest extent permitted by applicable law, no Loan Party shall have any liability under this Section 9.06 shall apply in respect Agreement or any Loan Document, on any theory of any liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that may be awarded against this sentence shall not limit the any Indemnitee Loan Party’s indemnity or reimbursement obligation to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which an Indemnitee is otherwise entitled to indemnification thereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients others of any information or other materials distributed to such unintended recipients party by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than thereby, except for direct or actual damages resulting determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the such Agent Party’s gross negligence, willful misconduct, bad faith or willful misconduct of such Indemnitee or its Related Parties or a the material breach of such Indemniteeparty’s obligations under this Agreement or its Related Parties’ obligations hereunder or under any the other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionDocuments.

Waiver of Consequential Damages, Etc. To Without limiting the Loan Parties’ indemnification obligations above, to the fullest extent permitted by applicable lawLaw, each no party hereto shall not assert, and each such Person hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretohereto (or any Indemnitee or any Loan Party), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply other than in respect of any special, indirect, consequential such damages incurred or punitive damages that may be awarded against any paid by an Indemnitee in connection with a claim by to a third party unaffiliated with the Indemniteeand to which such Indemnitee is otherwise entitled to indemnification as provided above). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each no Person party hereto shall not assert, and each such Person hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that the Borrowerthis sentence shall not limit any Loan Party’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any or reimbursement obligation to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which an Indemnitee is otherwise entitled to indemnification thereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee Indemnitee, or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ express obligations hereunder or under any other Loan Document, in each casehereunder, as determined by a final and nonappealable judgment of in its favor on such claim as determined by a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto neither the Borrower, any Secured Party nor any of their respective Affiliates shall not assert, and each of them hereby waiveswaives and acknowledges, that no other Person shall have any claim against any other party heretoIndemnitee, the Borrower or any of the Borrower’s Affiliates on any theory of liability, for (i) any special, indirect, consequential or punitive losses or damages (as opposed to direct or actual losses or damages) or (ii) any loss of profit, business, or anticipated savings (such losses and damages set out in the foregoing clauses (i) and (ii), collectively, the “Consequential Losses”), in each case arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed thereof; provided that nothing contained in this Section 5.07(e) shall limit the Borrower’s indemnity and contribution reimbursement obligations set forth in this under Section 9.06 shall apply 5.08 in respect of any special, indirect, consequential or punitive damages that may be awarded third party claims made against any Indemnitee in connection with a claim by a respect to Consequential Losses of such third party unaffiliated with the Indemnitee)party, Section 5.09 and Section 5.11. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through internet, telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual any such damages resulting from any material breach by such Indemnitee of this Agreement or the other Loan Documents or that otherwise results from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionjurisdiction which has become non-appealable.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLegal Requirement, each party hereto no Credit Party shall not assert, agrees not to assert and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Advance or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity fullest extent permitted by applicable Legal Requirement, no Lender Party shall assert, agrees not to assert, and contribution obligations set forth in this Section 9.06 shall apply in respect hereby waives, any claim against any Credit Party or any Affiliate thereof, on any theory of any liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby. For the avoidance of doubt, the parties hereto acknowledge and agree that may be awarded against a claim for indemnity under Section 9.1(b) above, to the extent covered thereby, is a claim of direct or actual damages and nothing contained in the foregoing sentence shall limit the Borrower’s indemnification obligations to the extent set forth in clause (b) above to the extent such special, indirect, consequential or punitive damages are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such indemnified person is otherwise entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto but without limiting the indemnification in Section 10.04(b), neither the Borrower, the Administrative Agent, nor any other Lender shall not assert, and each of the foregoing hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed thereof; provided, however, that nothing in this Section 10.04(d) or otherwise shall limit the Borrower’s indemnity and contribution or reimbursement obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)Loan Documents. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual thereby, except to the extent that such damages resulting from the gross negligence, bad faith or willful misconduct are determined by a court of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or a breach in bad faith of a court of competent jurisdictionthis Agreement by, such Indemnitee.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each none of the Note Parties, the Collateral Agent, any Purchaser, any other party hereto thereto or any Indemnitee shall not assert, and each such Person hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretosuch Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Note Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Note or the use of the proceeds thereof thereof; provided, that, the foregoing shall in no event limit the indemnification obligations of the Note Parties under subsection (it being agreed that b) above to the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is otherwise entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Note Documents or the transactions contemplated hereby or thereby thereby, other than for direct or actual damages resulting any liability arising from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a court of competent jurisdiction by final and nonappealable judgment of a court of competent jurisdictionjudgment.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each no party hereto hereunder shall not assert, and each party hereunder hereby waives, any claim against any other party heretohereunder, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed thereof; provided, however, that the Borrower’s indemnity and contribution obligations obligation of the Borrower to indemnify the Indemnitees as otherwise set forth in this Section 9.06 herein arising from claims brought by third parties shall apply in respect of any special, indirect, consequential or punitive damages that may not be awarded against any Indemnitee in connection with a claim limited by a third party unaffiliated with the Indemnitee)foregoing. No Indemnitee referred to in subsection clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Transaction Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby; provided, however, that such use was not due to the gross negligence, willful misconduct or material breach in bad faith or willful misconduct of such by an Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, referred to in each case, clause (b) above as determined by a final and nonappealable non-appealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto none of the Borrower, the Arrangers, the Lenders or the Administrative Agent shall not assert, and each hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoof the Borrower, the Arrangers, the Lenders or the Administrative Agent, and none of the Arrangers, the Lenders or the Administrative Agent shall have, any Liabilities, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth thereof; provided that, nothing in this Section 9.06 10.04(d) shall apply relieve the Borrower and the Guarantor of any obligation it may have to indemnify an Indemnitee, as provided in respect of Section 10.04(b), against any special, indirect, consequential or punitive damages that may be awarded asserted against any such Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)party. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligencebad faith, bad faith or willful misconduct or gross negligence of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.. 120

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto no Credit Party shall assert, agrees not to assert, and hereby waives, any claim against any other party hereto, Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Advance or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (ba) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. In no event shall any Credit Party be liable for any indirect, special, punitive or consequential damages; provided that nothing contained in this paragraph shall limit the indemnity and reimbursement obligations of the Credit Parties to the extent such indirect, special, punitive or consequential damages are included in any third party claim with respect to which the applicable Indemnified Person is entitled to indemnification hereunder.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto no Borrower shall not assert, and each Borrower hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the fullest extent permitted by applicable law, neither the Administrative Agent or the Collateral Agent nor any Lender shall assert, and the Administrative Agent, Collateral Agent and each Lender hereby waives, any claim against any Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect , on any theory of any liability, for special, indirect, consequential or punitive damages that may be awarded against any Indemnitee (as opposed to direct or actual damages) arising out of, in connection with with, or as a claim by a third party unaffiliated with result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Indemnitee)transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) § 17.3 above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawApplicable Law, each party hereto the Borrower shall not assert, and hereby waives, and acknowledges that no Subsidiary of the Borrower shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting (i) from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction or (ii) a claim brought by the Borrower against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto Borrowers shall not assert, and hereby waiveswaive, any claim against any other party heretoIndemnitee, and each of the Administrative Agent, each Lender and each Related Party agrees not to assert or permit any of their respective subsidiaries to assert any claim against any Loan Party or any of their respective directors, officers, employees, attorneys, agents or advisors, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any the Term Loan or the use of the proceeds thereof (it being agreed thereof; provided that the Borrower’s indemnity and contribution obligations set forth nothing contained in this Section 9.06 paragraph shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)limit Borrowers’ indemnity obligations under this Section. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To No Indemnitee shall be liable to the fullest extent permitted by applicable lawBorrower, each party hereto shall not assertits Affiliates or any other Person, and hereby waivesthe Borrower and its Affiliates will not be liable to any Indemnitee, its Affiliates or any other Person, for any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, Swingline Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof; provided, that, nothing contained in this Section 10.04(d) shall limit the Borrower’s indemnity and contribution indemnification obligations set forth in this Section 9.06 shall apply in with respect of any special, to indirect, consequential or punitive damages that may be awarded against any Indemnitee damage claims, to the extent of the indemnification provided in connection with a claim by a third party unaffiliated with the IndemniteeSection 10.04(b). No Indemnitee referred to in subsection (bSection 10.04(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. (i) To the fullest extent permitted by applicable lawLaw, each party hereto Borrower shall not assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Facility Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof and (ii) other than with respect to any third party claims for which Borrower has indemnification obligation pursuant to Subsection (b) of this Section, to the fullest extent permitted by applicable Law, Lender shall not assert, and hereby waives, any claim against Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Facility Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Advance or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection Subsection (b) above of this Section shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Facility Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionthereby.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawRequirements of Law, each party hereto Ultimate Parent, the Primary Guarantor and the other Loan Parties shall not assert (and each shall cause its Subsidiaries not to assert), and hereby waiveswaives (and agrees to cause its Subsidiaries to waive), any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument other document contemplated hereby, the transactions contemplated hereby or thereby, any Loan Commitment or any Credit Extension, or the use of the proceeds thereof or such Indemnitee’s activities in connection therewith (it being agreed whether before or after the Closing Date); provided that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect such waiver of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with shall not limit the Indemnitee)indemnification obligations of the Borrower under this Section 9.05. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients others of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or Agreement, the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionthereby.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto no Credit Party shall assert, agrees not to assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Advance or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity fullest extent permitted by applicable law, no Indemnitee shall assert, agrees not to assert, and contribution obligations set forth in this Section 9.06 shall apply in respect hereby waives, any claim against any Credit Party or any Affiliate thereof, on any theory of any liability, for special, indirect, consequential or punitive damages that may be awarded against any Indemnitee (as opposed to direct or actual damages) arising out of, in connection with with, or as a claim by a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby; provided that, for the avoidance of doubt, nothing contained in this clause (b) shall limit any Credit Party’s indemnification, hold harmless or reimbursement obligations to extent set forth in Section 9.2(a) above to the extent such special, indirect, consequential or punitive damages are included in any third party unaffiliated with the Indemnitee)claim in which such Indemnitee is otherwise entitled to indemnification, hold harmless or reimbursement hereunder. No Indemnitee referred to in subsection (ba) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto no Loan Party shall not assert, and each Loan Party hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from (i) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or as determined by a material final and nonappealable judgment of a court of competent jurisdiction, (ii) a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in each caseits favor on such claim as determined by a court of competent jurisdiction or (z) a dispute solely among Indemnitees and (in the case of this clause (z) not involving any action or inaction by the Borrower or any Subsidiary and not relating to any action or inaction of such Indemnitee in its capacity as Administrative Agent or L/C Arranger, as determined by a final and nonappealable judgment of a court of competent jurisdiction).

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto shall not asserthereby waives, and hereby waivesacknowledges that no other Person shall have, any claim against any other party heretoparty, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions and the other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth thereof; provided, that, nothing in this Section 9.06 10.04(d) shall apply in respect relieve the Borrower of any obligation it may have to indemnify an Indemnitee against any special, indirect, consequential or punitive damages that may be awarded asserted against any such Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)party. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems a Platform in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, Persons as determined by a final and nonappealable judgment of a court of competent jurisdictionjurisdiction (or a settlement that expressly addresses indemnification).

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto (i) the Loan Parties shall not assert, and the Loan Parties hereby waiveswaive, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof and (it being agreed that ii) the Borrower’s indemnity Loan Parties shall not assert, and contribution obligations set forth in this Section 9.06 shall apply in respect of the Loan Parties hereby waive, any special, indirect, consequential or punitive damages that may be awarded claim against any Indemnitee Indemnitee, on any theory of liability, for direct or actual damages arising out of, in connection with with, or as a claim result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, except to the extent such damages are determined in a final, nonappealable judgment by a third party unaffiliated with the court of competent jurisdiction to have resulted from (x) such Indemnitee)’s gross negligence, bad faith or willful misconduct or (y) such Indemnitee’s material breach of this Agreement or any other Loan Document. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages thereby, in each case not resulting from the such Indemnitee’s gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a court of competent jurisdiction by final and nonappealable judgment of a court of competent jurisdictionjudgment.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto shall not assert, and hereby waives, any claim against any other party hereto(or any Related Party to such party), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or therebyTransactions, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that nothing contained in this sentence shall limit the Borrower’s indemnity and contribution indemnification obligations set forth in this under Section 9.06 shall apply in respect of any 9.03 to the extent such special, indirect, indirect consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with which any Indemnitee is entitled to indemnification thereunder. None of the Indemnitee). No Indemnitee referred to in subsection (b) Administrative Agent, each Issuing Bank, the Lead Arrangers and each Lender, and each Related Party of any of the foregoing Persons above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct thereby; except to the extent caused by willful misconduct, fraud or actual damages resulting from the gross negligence, bad faith or willful misconduct negligence of such Indemnitee Administrative Agent, Issuing Bank, Lead Arrangers and Lender, or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each caseParty, as determined by a final and nonappealable final, non-appealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto neither the Borrower, any Secured Party nor any of their respective Affiliates shall not assert, and each of them hereby waiveswaives and acknowledges, that no other Person shall have any claim against any other party heretoIndemnitee, the Borrower or any of the Borrower’s Affiliates on any theory of liability, for (i) any special, indirect, consequential or punitive losses or damages (as opposed to direct or actual losses or damages) or (ii) any loss of profit, business, or anticipated savings (such losses and damages set out in the foregoing clauses (i) and (ii), collectively, the “Consequential Losses”), in each case arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed thereof; provided that nothing contained in this Section 4.07(e) shall limit the Borrower’s indemnity and contribution reimbursement obligations set forth in this under Section 9.06 shall apply 4.08 or the obligations of each Lender under Section 4.07(d) in respect of any special, indirect, consequential or punitive damages that may be awarded third party claims made against any Indemnitee in connection with a claim by a respect to Consequential Losses of such third party unaffiliated with the Indemnitee)party, Section 4.09 and Section 4.11. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through internet, telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual any such damages resulting from any material breach by such Indemnitee of this Agreement or the other Loan Documents or that otherwise results from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionjurisdiction which has become non-appealable.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLegal Requirement, each party hereto no Borrower shall not assert, and each Borrower hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or therebyTransactions, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity extent permitted by applicable Legal Requirement, no Indemnitee shall assert, and contribution obligations set forth in this Section 9.06 shall apply in respect each Lender Party hereby waives, any claim against the Parent, any Subsidiary or any of their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages that may be awarded against any Indemnitee (as opposed to direct or actual damages) arising out of, in connection with with, or as a claim result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve any Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party unaffiliated with the Indemnitee)party. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or unlawful act of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLegal Requirement, each party hereto no Credit Party shall assert, agrees not to assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Advance or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity fullest extent permitted by applicable Legal Requirement, no Indemnitee shall assert, agrees not to assert, and contribution obligations set forth in this Section 9.06 shall apply in respect hereby waives, any claim against any Credit Party, or any of their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit or the use of the proceeds thereof; provided that may be awarded against nothing contained in this sentence shall limit any Indemnitee Credit Party’s indemnification obligations to the extent set forth in Section 9.2(a) above to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is otherwise entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above or any other party hereto shall be liable for any damages arising from the use by unintended recipients any Person (other than such Indemnitee or such other party hereto) of any information or other materials distributed to such unintended recipients by such Indemnitee Persons through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby thereby, other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of, or material breach of its obligations under the Credit Documents by, such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Documentparty hereto, in each case, case as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each no Person party hereto shall not assert, and each such Person hereby waives, and acknowledges that no other Person shall have, any claim against any other Person party heretohereto or to any other Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided, however, that the foregoing shall not limit Borrower’s indemnity indemnification and contribution expense reimbursement obligations set forth in this Section 9.06 shall apply in respect of any herein to the extent special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which an Indemnitee is entitled to indemnification and expense reimbursement hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby thereby, other than for direct or and actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s obligations or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, willful misconduct by such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.. 143

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, no party hereto shall assert, and each party hereto shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, the commitment letter, term sheet or Fee Letters relating to this Agreement, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Facility LC or the use of the proceeds thereof (it being agreed that except to the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply extent a Borrower is otherwise required to indemnify an Indemnitee in respect thereof pursuant to the terms of any paragraph (b) above, including to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any third-party claim with respect to which the applicable Indemnitee in connection with a claim by a third party unaffiliated with the Indemniteeis otherwise entitled to indemnification). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with the commitment letter, the term sheet and the Fee Letters relating to this Agreement, this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionthereby.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawApplicable Law, the Borrower and each party hereto other Credit Party shall not assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity fullest extent permitted by Applicable Law, the Administrative Agent, the Swingline Lender, each Issuing Lender and contribution obligations set forth in this Section 9.06 each Lender shall apply in respect not assert, and hereby waives, any claim against any Credit Party or any Subsidiary or Affiliate thereof, on any theory of any liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that may be awarded against nothing contained in this sentence shall limit the Borrower’s indemnity obligations to the extent that special, indirect, consequential or punitive damages are included in any Indemnitee third-party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which an Indemnitee is entitled to indemnification under clause (b) of this Section 12.3. No Indemnitee referred to in subsection clause (b) above of this Section 12.3 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual thereby, except to the extent such damages resulting are determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from the such Indemnitee’s gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach in bad faith of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionhereunder.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto shall not asserthereby waives, and hereby waivesacknowledges that no other Person shall have, any claim against any other party heretoparty, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth provided that, nothing in this Section 9.06 10.04(d) shall apply in respect relieve the Company of any obligation it may have to indemnify an Indemnitee against any special, indirect, consequential or punitive damages that may be awarded asserted against any such Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)party. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems a Platform in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, Persons as determined by a final and nonappealable judgment of a court of competent jurisdictionjurisdiction (or a settlement that expressly addresses indemnification).

Waiver of Consequential Damages, Etc. (i) To the fullest extent permitted by applicable law, each party hereto no Credit Party shall assert, agrees not to assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed thereof; provided that nothing contained in this sentence shall limit any Credit Party’s indemnification obligations to the Borrower’s indemnity and contribution obligations extent set forth in this Section 9.06 shall apply in respect of any clause (a) above to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such indemnified person is otherwise entitled to indemnification hereunder. No Indemnitee referred to in subsection (ba) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto none of the Borrower, the Arrangers, the Lenders or the Administrative Agent shall not assert, and each hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoof the Borrower, the Arrangers, the Lenders or the Administrative Agent, and none of the Arrangers, the Lenders or the Administrative Agent shall have, any liabilities, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth thereof; provided that, nothing in this Section 9.06 10.04(d) shall apply relieve the Borrower and the Guarantor of any obligation it may have to indemnify an Indemnitee, as provided in respect of Section 10.04(b), against any special, indirect, consequential or punitive damages that may be awarded asserted against any such Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)party. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligencebad faith, bad faith or willful misconduct or gross negligence of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.. 106

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto of the Borrower and the Company and any Indemnitee shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, or any Loan or the use of the proceeds thereof (it being agreed thereof; provided that nothing contained in this sentence shall limit the BorrowerCompany’s indemnity and contribution reimbursement obligations set forth in this Section 9.06 shall apply in respect of any to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert (and by accepting the benefits hereof, each Indemnitee agrees that it shall not assert), and each party hereto shall not asserthereby waives (and by accepting the benefits hereof, and hereby each Indemnitee waives, ) any claim against any other party heretohereto or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof, even if advised of the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)possibility thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction or (ii) a breach of such Indemnitee’s (or any of its Related Party’s or such Persons to whom it is a Related Party) obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To Subject to Section 11.04(b), to the fullest extent permitted by applicable lawApplicable Law, each no Loan Party or other Person party hereto shall not assert, and each Loan Party and each other Person party hereto hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoLoan Party or Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that nothing contained in this sentence shall limit any Loan Parties’ indemnification obligations to the Borrower’s indemnity and contribution obligations extent set forth in this Section 9.06 shall apply in respect of any 11.04 to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in subsection clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual thereby; provided that the protections afforded to any Indemnitee pursuant to this sentence shall not be available to the extent such damages resulting are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto no Loan Party or Indemnitee shall not assert, and each Loan Party and Indemnitee hereby waives, any claim against any other party heretoIndemnitee or Loan Party, respectively, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument other document contemplated herebythereby, the transactions contemplated hereby or thereby, any Loan Commitment or any Credit Extension, the use thereof or of the proceeds thereof or such Indemnitee’s or Loan Party’s respective activities in connection therewith (it being agreed that whether before or after the Borrower’s indemnity and contribution Closing Date). Notwithstanding the foregoing, nothing in the preceding sentence shall limit the indemnification obligations set forth in this of the Borrower under Section 9.06 shall apply in 9.03(b) with respect of any to special, indirect, consequential or punitive damages that may be awarded against any Indemnitee arising in connection with a claim by a third party unaffiliated with the claim against an Indemnitee). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic any Platform or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof (it being agreed thereof; provided that nothing in this sentence shall limit the Borrower’s indemnity Loan Parties’ indemnification and contribution reimbursement obligations set forth in this Section 9.06 shall apply in respect of any herein to the extent that such indirect, special, indirect, punitive or consequential or punitive damages that may be awarded against are included in any Indemnitee in connection with a claim by a third party unaffiliated with respect to which the Indemnitee)applicable Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above or other party hereto shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual except to the extent such damages resulting have resulted from the willful misconduct, gross negligence, negligence or bad faith or willful misconduct of such Indemnitee party or its Related Parties Indemnified Person or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, party hereto (as determined by a final and nonappealable judgment of a court of competent jurisdictionjurisdiction in a final and non-appealable judgment).

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto agrees that it shall not assert, and each of them hereby waives, waives any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby thereby, other than for direct or actual damages resulting from either (i) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties as determined by a final and nonappealable judgment of a court of competent jurisdiction, or a (ii) the material breach of such Indemnitee’s or its Related Parties’ obligations hereunder under this Agreement or under any other Loan Document, in each case, Document as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, no party hereto shall assert, and each party hereto hereby waives and acknowledges that no other Person shall not assert, and hereby waiveshave, any claim against any Indemnitee or any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof; provided, that, the foregoing shall in no event limit the Borrower’s indemnity and contribution indemnification obligations set forth in this under Section 9.06 shall apply in respect of any 10.04(b) to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third-party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is otherwise entitled to indemnification hereunder. No Indemnitee referred to in subsection (bSection 10.04(b) above or any other party hereto shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee or other party hereto through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionthereby.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party of the parties hereto shall not assert, and hereby waives, any claim against any other party heretoIndemnitee, or any Loan Party or any of their Related Parties, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above nor any Loan Party or any Related Party thereof shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee Indemnitee, or Loan Party or any Related Party thereof, as applicable, through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee Indemnitee, or its Loan Party or any Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan DocumentParty thereof, in each caseas applicable, as determined by a final and nonappealable judgment of a court of competent jurisdiction; provided that the foregoing shall not limit the Loan Party’s indemnification obligations to the Indemnitee pursuant to Section 10.04(b), to the extent that any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients are included in any claim by a third party unaffiliated with any of the Indemnitee with respect to which the applicable Indemnitee is entitled to indemnification under Section 10.04(b).

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto (i) the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, and (ii) no Indemnitee shall assert, and each Indemnitee hereby waives, and acknowledges that no other party heretoPerson shall have, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof; provided that, this sentence shall in no way limit the Borrower’s indemnity and contribution indemnification obligations set forth in this Section 9.06 shall apply in with respect of any to special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)under this Section 10.04. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto no Loan Party nor any Indemnitee shall not assert, and hereby waives, or permit any of their respective Affiliates or Related Parties to assert any claim against any other party heretohereto or its Affiliates and Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that the Borrower’s indemnity and contribution obligations set forth nothing contained in this Section 9.06 sentence shall apply in respect of limit the Loan Parties’ indemnification obligations under this Agreement or any other Loan Document to the extent such special, indirect, consequential or and punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which any Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable non-appealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. Neither Borrower nor any Subsidiaries of the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 , nor any Indemnified Party shall apply in respect of have any liability for any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee arising out of, related to or in connection with a claim any aspect of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit any Indemnitee’s rights to indemnification under this Section 10.04 with respect to matters initiated by a third party unaffiliated with parties, the Indemnitee)Borrower or any of the Borrower’s Subsidiaries or Affiliates or their respective equityholders or creditors. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto none of the Borrower, the Arrangers, the Lenders or the Administrative Agent shall not assert, and each hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoof the Borrower, the Arrangers, the Lenders or the Administrative Agent, and none of the Arrangers, the Lenders or the Administrative Agent shall have, any Lliabilities, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth thereof; provided that, nothing in this Section 9.06 10.04(d) shall apply relieve the Borrower and the Guarantor of any obligation it may have to indemnify an Indemnitee, as provided in respect of Section 10.04(b), against any special, indirect, consequential or punitive damages that may be awarded asserted against any such Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)party. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligencebad faith, bad faith or willful misconduct or gross negligence of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, none of the parties to this Agreement shall assert, and each party hereto shall not assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients (excluding any Indemnitee) of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual except to the extent that such damages resulting from the gross negligence, bad faith or willful misconduct are determined by a court of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of a court such Indemnitee; provided, however, that in no event will any Indemnitee have any liability for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). The indemnities in this Section 11.04(b) shall not abrogate, modify or diminish the obligations of competent jurisdictionthe Administrative Agent, the Lenders and the L/C Issuer to keep certain information confidential in the manner and to the extent provided in Section 11.07.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawApplicable Law, no party hereto shall assert, and each party hereto shall not asserthereby waives, and hereby waivesacknowledges that none of such party’s Related Parties shall have, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that the Borrower’s indemnity and contribution obligations set forth nothing in this Section 9.06 10.04(d) shall apply relieve the Borrower of any obligation it may have to indemnify an Indemnitee, as provided in respect of Section 10.04(b), against any special, indirect, consequential or punitive damages that may be awarded asserted against any such Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)party. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby thereby, other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawApplicable Law, each party hereto Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (collectively, “Special Damages”) arising out of, in connection with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim unless such Special Damages are determined by a court of competent jurisdiction in a final and non-appealable judgment to be owed by such Indemnitee to a third party unaffiliated with the Indemnitee)party, in which case such Special Damages shall be reclassified as actual damages, for which Borrower is liable. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual thereby, except to the extent that such damages resulting are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto shall not asserthereby waives, and hereby waivesacknowledges that no other Person shall have, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth thereof; provided, that, nothing contained in this Section 9.06 clause (d) shall apply in respect relieve the Borrower of any obligation to indemnify an Indemnitee against special, indirect, consequential or punitive damages that may be awarded asserted against any such Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)claim. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto neither the Borrower nor any Indemnitee referred to in subsection (b) above shall not assert, and each hereby waives, and acknowledges that none of its affiliates shall have, any claim against the Borrower or any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, thereby or any Loan or the use of the proceeds thereof (it being agreed thereof; provided that nothing contained in this sentence shall limit the Borrower’s indemnity and contribution indemnification obligations set forth in this Section 9.06 shall apply in respect of any to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which any Indemnitee is otherwise entitled to indemnification under subsection (b) above. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material the breach in bad faith of such Indemnitee’s or Indemnitee of its Related Parties’ obligations hereunder or under any other Loan Document, in each case, thereunder as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto shall not assert, and hereby waives, any claim against any other party hereto, any Subsidiary of the Borrower or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed thereof; provided, that the foregoing shall not limit the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of pursuant to clause (b) above to the extent any such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee in connection with a claim by a third party unaffiliated claim with respect to which the Indemnitee)Borrower is otherwise liable for indemnification therefor. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawlaw and without limiting in any way the Borrower’s or any other Loan Party’s reimbursement or indemnification obligations set forth in paragraph (a) or (b) of this Section or in any other Loan Document, no party hereto shall assert, or permit any of its Affiliates or Related Parties to assert, and each party hereto shall not assert, and hereby waives, any claim Liabilities against any other party heretohereto (and, in the case of the Borrower, any Lender-Related Person), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof. The Borrower agrees that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 no Lender-Related Person shall apply in respect have any Liabilities, on any theory of any specialliability, indirectarising from, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from responsible for, the use by unintended recipients others of any information or other materials distributed to such unintended recipients by such Indemnitee (including any personal data) obtained through telecommunicationselectronic, electronic telecommunications or other information transmission systems (including the Internet and the Platform) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from thereby; provided that the gross negligence, bad faith or willful misconduct of foregoing shall not apply to the extent such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined Liabilities are found by a final and nonappealable final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have arisen from the bad faith, willful misconduct or gross negligence of such Lender-Related Person or the material breach by such Lender-Related Person of the express terms of this Agreement or the other Loan Documents.

Waiver of Consequential Damages, Etc. To the fullest full extent permitted by applicable lawLaw, each party hereto no Loan Party shall not assert, and each Loan Party hereby waives, any claim against any other party heretoIndemnitee, and each of the Agents, each L/C Issuer and each Lender agrees not to assert or permit any of their respective Subsidiaries to assert any claim against any Borrower or any of its Subsidiaries or any of their respective directors, officers, employees, attorneys, agents or advisors, on any theory of liability, for special, indirect, consequential (including, without limitation, any loss of profits, business or anticipated savings) or punitive damages (in each case, as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that for the Borroweravoidance of doubt, nothing in this Section 10.04(c) shall limit any Indemnitee’s indemnity and contribution obligations right to indemnification provisions for third party claims as set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee10.04(b)). No Indemnitee referred to in subsection clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting thereby, except to the extent the liability of such Indemnitee is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the such Indemnitee’s gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdictionmisconduct.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, no party hereto shall assert, and each party hereto shall not asserthereby waives, and hereby waivesacknowledges that no other Person shall have, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof thereof; provided that nothing contained in this clause (it being agreed that d) shall limit the Borrower’s indemnity and contribution indemnification obligations set forth in this Section 9.06 shall apply in respect of any above to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto shall the Company and its Subsidiaries and Affiliates will not assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liabilityliability (whether direct or indirect, in contract, tort or otherwise), for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients (excluding any Indemnitee) of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The indemnities in this Section 10.04 shall not abrogate, modify or diminish the obligations of the Administrative Agent, the Lenders and the L/C Issuers to keep certain information confidential in the manner and to the extent provided in Section 10.07.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, no party hereto shall assert, and each party hereto shall not asserthereby waives, and hereby waivesacknowledges that no other Person shall have, any claim against any other party heretoLoan Party or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that the Borrowernothing contained in this sentence shall limit any Loan Party’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients others of any information or other materials distributed to such unintended recipients party by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, no party hereto shall assert, and each party hereto hereby waives and acknowledges that no other party hereto shall not assert, and hereby waiveshave, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damagesdamages (which may include special, indirect, consequential or punitive damages asserted against any such party hereto by a third party)) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof thereof; provided, that this clause (it being agreed that d) shall not in any way limit the Borrower’s indemnity and contribution indemnification or reimbursement obligations set forth in of any party hereto under this Section 9.06 shall apply in respect 11.04, under any other provision of this Agreement or under any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee)other Loan Document. No Indemnitee referred to in subsection clause (b) above of this Section shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby thereby, other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto agrees that it shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Subject Related Parties or a material breach of such Indemnitee’s or its Subject Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof and (it being agreed that ii) the Borrower’s indemnity Borrower shall not assert, and contribution obligations set forth in this Section 9.06 shall apply in respect of the Borrower hereby waives, any special, indirect, consequential or punitive damages that may be awarded claim against any Indemnitee Indemnitee, on any theory of liability, for direct or actual damages arising out of, in connection with with, or as a claim result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby, except to the extent such damages are determined in a final, nonappealable judgment by a third party unaffiliated with the court of competent jurisdiction to have resulted from (x) such Indemnitee)’s gross negligence, bad faith or willful misconduct or (y) such Indemnitee’s material breach of this Agreement or any other Loan Document. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages thereby, in each case not resulting from the such Indemnitee’s gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a court of competent jurisdiction by final and nonappealable judgment of a court of competent jurisdictionjudgment.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto no Credit Party shall assert, agrees not to assert, and hereby waives, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan Advance or Letter of Credit or the use of the proceeds thereof (it being agreed that thereof. To the Borrower’s indemnity fullest extent permitted by applicable law, no Indemnitee shall assert, agrees not to assert, and contribution obligations set forth in this Section 9.06 shall apply in respect hereby waives, any claim against any Credit Party or any Affiliate thereof, on any theory of any liability, for special, indirect, consequential or punitive damages that may be awarded against any Indemnitee (as opposed to direct or actual damages) arising out of, in connection with with, or as a claim by a third party unaffiliated with result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the Indemnitee)transactions contemplated hereby or thereby. No Indemnitee referred to in subsection (ba) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each no party hereto shall not assert, and the parties hereto hereby waiveswaive, any claim against any other party heretoPerson, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided that nothing contained in this sentence shall limit the Borrower’s Borrowers’ indemnity and contribution reimbursement obligations to the extent set forth in this Section 9.06 shall apply in respect of any 10.04 (including the Borrowers’ indemnity and reimbursement obligations to indemnify the Indemnitees for indirect, special, indirect, punitive or consequential or punitive damages damage that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemniteewhich such Indemnitee is entitled to indemnification hereunder). No Indemnitee referred to in subsection clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages to the extent resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable non-appealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives and acknowledges that to its knowledge no other Person shall not assert, and hereby waiveshave, any claim against any other party heretoIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof; provided, however, that the Borrower’s indemnity and contribution foregoing shall not limit Borrowers’ indemnification obligations set forth in this Section 9.06 shall apply in respect of any herein to the extent special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which an Indemnified Party is entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Revolving Loan or the use of the proceeds thereof (it being agreed that the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with a claim by a third party unaffiliated with the Indemnitee). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each party hereto no Loan Party or Indemnitee shall not assert, and each Loan Party and Indemnitee hereby waives, any claim against any other party heretoIndemnitee or Loan Party, respectively, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument other document contemplated herebythereby, the transactions contemplated hereby or thereby, any Loan Term Commitment or any Borrowing, the use thereof or of the proceeds thereof or such Indemnitee’s or Loan Party’s respective activities in connection therewith (it being agreed that whether before or after the Borrower’s indemnity and contribution Closing Date). Notwithstanding the foregoing, nothing in the preceding sentence shall limit the indemnification obligations set forth in this of the Borrower under Section 9.06 shall apply in 9.03(b) with respect of any to special, indirect, consequential or punitive damages that may be awarded against any Indemnitee arising in connection with a claim by a third party unaffiliated with the claim against an Indemnitee). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic any Platform or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Document, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable lawLaw, each none of the Loan Parties, the Administrative Agent, any other agent hereunder, any Lender, the L/C Issuer, the Swing Line Lender, any other party hereto or any Indemnitee shall not assert, and each such Person hereby waiveswaives and acknowledges that no other Person shall have, any claim against any other party heretosuch Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or arising out of, as a result of, or in any way related to, this Agreement, Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or referred to herein, the transactions contemplated hereby or thereby, thereby any Loan or Letter of Credit or the use of the proceeds thereof (it being agreed thereof, or any act or omission or event occurring in connection therewith; provided that the foregoing shall in no event limit the Parent Borrower’s indemnity and contribution indemnification obligations set forth in this Section 9.06 shall apply in respect of any under clause (b) above to the extent such special, indirect, consequential or punitive damages that may be awarded against are included in any Indemnitee third-party claim in connection with a claim by a third party unaffiliated with the Indemnitee)which such Indemnitee is otherwise entitled to indemnification hereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or from a material breach of such Indemnitee’s or its Related Parties’ obligations hereunder or under any other the Loan Document, in each case, Documents as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Waiver of Consequential Damages, Etc. To Without limiting the indemnification obligations of the Borrower under Section 10.04(b) (or the guarantee of such obligations by the Guarantors) in respect of any claim asserted by any Person other than any Loan Party, to the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto shall not asserthereby waives, and hereby waivesacknowledges that no other Person shall have, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof thereof. None of the Administrative Agent (it being agreed that or any sub-agent thereof), the Borrower’s indemnity and contribution obligations set forth in this Section 9.06 shall apply in respect Sustainability Coordinator, the Arrangers or the Lenders, or any Related Party of any special, indirect, consequential or punitive damages that may be awarded against any Indemnitee in connection with of the foregoing Persons (each a claim by a third party unaffiliated with the Indemnitee). No Indemnitee referred to in subsection (b“Released Person”) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee Released Person through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, willful misconduct or bad faith or willful misconduct of such Indemnitee Released Person or its Related Parties or from a material breach by such Released Person in the performance of any agreement hereunder related to such Indemnitee’s or its Related Parties’ obligations hereunder or under any other Loan Documentuse that continues after such Released Person becomes aware that it is in breach, in each case, case as determined by a final and nonappealable non-appealable judgment of a court of competent jurisdiction.