The Borrowers and each Lender hereby (a) acknowledge and agree that (i) one or more Affiliates of JPMorgan Chase are or may become direct or indirect equity investors in the Company, and (ii) JPMorgan Chase and/or its Affiliates from time to time may hold other investments in, make other loans to or have other relationships with the Company, and (b) waive any liability of JPMorgan Chase or such Affiliate to the Company or any Lender, respectively, arising out of or resulting from such investments, loans or relationships other than liabilities arising out of the gross negligence or willful misconduct of JPMorgan Chase or its Affiliates, in each case, as determined by a court of competent jurisdiction by final and non-appealable judgment.