CLAIMS, DAMAGES AND
LIABILITIES OF WHATSOEVER NATURE THAT MAY BE IMPOSED ON, ASSERTED AGAINST OR
INCURRED BY THE ADMINISTRATIVE AGENT IN PERFORMING ITS DUTIES UNDER THIS
SECTION 11.15, EXCEPT TO THE EXTENT ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT. THE LENDER REGISTER SHALL BE
AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY LENDER AT ANY REASONABLE TIME
AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
SECTION 11.16
GENERAL LIMITATION OF LIABILITY.
NO CLAIM MAY BE MADE BY
THE BORROWER, ANY LENDER, THE ADMINISTRATIVE AGENT OR ANY OTHER PERSON AGAINST
THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER OR THE AFFILIATES, DIRECTORS,
OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OF ANY OF THEM FOR ANY DAMAGES OTHER
THAN ACTUAL COMPENSATORY DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT
OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, OR ANY ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND THE BORROWER, EACH
LENDER AND THE ADMINISTRATIVE AGENT HEREBY, TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, WAIVES, RELEASES AND AGREES NOT TO SUE OR COUNTERCLAIM
UPON ANY SUCH CLAIM FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER
OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.
SECTION 11.17
NO DUTY.
ALL ATTORNEYS, ACCOUNTANTS, APPRAISERS,
CONSULTANTS AND OTHER PROFESSIONAL PERSONS (INCLUDING, WITHOUT LIMITATION, THE
FIRMS OR OTHER ENTITIES ON BEHALF OF WHICH ANY SUCH PERSON MAY ACT) RETAINED BY
THE ADMINISTRATIVE AGENT OR ANY LENDER WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE CREDIT DOCUMENTS SHALL HAVE THE RIGHT TO ACT EXCLUSIVELY IN
THE INTEREST OF THE ADMINISTRATIVE AGENT OR SUCH LENDER, AS THE CASE MAY BE, AND
SHALL HAVE NO DUTY OF DISCLOSURE, DUTY OF LOYALTY, DUTY OF CARE, OR OTHER DUTY
OR OBLIGATION OF ANY TYPE OR NATURE WHATSOEVER TO THE BORROWER, TO ANY OF ITS
SUBSIDIARIES, OR TO ANY OTHER PERSON, WITH RESPECT TO ANY MATTERS WITHIN THE
SCOPE OF SUCH REPRESENTATION OR RELATED TO THEIR ACTIVITIES IN CONNECTION WITH
SUCH REPRESENTATION.
THE BORROWER AGREES, ON BEHALF OF ITSELF AND ITS
SUBSIDIARIES, NOT TO ASSERT ANY CLAIM OR COUNTERCLAIM AGAINST ANY SUCH PERSONS
WITH REGARD TO SUCH MATTERS, ALL SUCH CLAIMS AND COUNTERCLAIMS, NOW EXISTING OR
HEREAFTER ARISING, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEABLE, BEING
HEREBY WAIVED, RELEASED AND FOREVER DISCHARGED.
SECTION 11.18
LENDERS AND AGENT NOT FIDUCIARY TO BORROWER.
THE
RELATIONSHIP AMONG THE BORROWER AND ITS SUBSIDIARIES, ON THE ONE HAND, AND THE
ADMINISTRATIVE AGENT AND THE LENDERS, ON THE OTHER HAND, IS SOLELY THAT OF
DEBTOR AND CREDITOR, AND THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE NO
FIDUCIARY OR OTHER SPECIAL RELATIONSHIP WITH THE BORROWER AND ITS SUBSIDIARIES,
AND NO TERM OR PROVISION OF ANY CREDIT DOCUMENT, NO COURSE OF DEALING, NO
WRITTEN OR ORAL COMMUNICATION, OR OTHER ACTION, SHALL BE CONSTRUED SO AS TO DEEM
SUCH RELATIONSHIP TO BE OTHER THAN THAT OF DEBTOR AND CREDITOR.
SECTION 11.19
SURVIVAL