Common use of Exculpatory Provisions; Limitation of Liability Clause in Contracts

Exculpatory Provisions; Limitation of Liability. Neither the Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Lender for any action taken or omitted to be taken by it or them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct as determined in a final, unappealable judgment of a court of competent jurisdiction, (b) be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Lenders to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Borrower, or the financial condition of the Borrower or the existence or possible existence of any Event of Default or Potential Default. Each Lender agrees that, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or given to the Agent for the account of or with copies for the Lenders, the Agent and each of its directors, officers, employees, agents, attorneys or Affiliates shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower which may come into the possession of the Agent or any of its directors, officers, employees, agents, attorneys or Affiliates.

Exculpatory Provisions; Limitation of Liability. Neither the Agent Administrative Agent, any Co-Syndication Agent, the Lead Arranger, nor any of its their respective directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Lender Bank for any action taken or omitted to be taken by it or them hereunder, or in CREDIT AGREEMENT connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct as determined in a final, unappealable judgment of a court of competent jurisdictionmisconduct, (b) be responsible in any manner to any of the Lenders Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Lenders Banks to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the BorrowerLoan Parties, or the financial condition of the Borrower Loan Parties, or the existence or possible existence of any Event of Default or Potential Default. No claim may be made by any of the Loan Parties, any Bank, the Administrative Agent or any Co-Syndication Agent or the Lead Arranger or any of their respective Subsidiaries against the Administrative Agent, any Co-Syndication Agent, any Bank, the Lead Arranger or any of their respective directors, officers, employees, agents, attorneys or Affiliates, or any of them, for any special, indirect or consequential damages or, to the fullest extent permitted by Law, for any punitive damages in respect of any claim or cause of action (whether based on contract, tort, statutory liability, or any other ground) based on, arising out of or related to any Loan Document or the transactions contemplated hereby or any act, omission or event occurring in connection therewith, including the negotiation, documentation, administration or collection of the Loans, and each of the Loan Parties (for itself and on behalf of each of its Subsidiaries), the Administrative Agent, each Co-Syndication Agent, the Lead Arranger and each Bank hereby waive, releases and agree never to xxx upon any claim for any such damages, whether such claim now exists or hereafter arises and whether or not it is now known or suspected to exist in its favor. Each Lender Bank agrees that, except for notices, reports and other documents expressly required to be furnished to the Lenders Banks by the Administrative Agent hereunder or given to the Administrative Agent for the account of or with copies for the LendersBanks, the Agent Administrative Agent, each Co-Syndication Agent, the Lead Arranger and each of its their respective directors, officers, employees, agents, attorneys or Affiliates shall not have any duty or responsibility to provide any Lender Bank with any an credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower Loan Parties which may come into the possession of the Agent Administrative Agent, any Co-Syndication Agent, the Lead Arranger or any of its their directors, officers, employees, agents, attorneys or Affiliates.