Common use of Nonliability of Banks Clause in Contracts

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Lead Arranger nor any Bank shall have any fiduciary responsibilities to the Borrower. Neither the Agent, the Lead Arranger nor any Bank undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent, the Lead Arranger nor any Bank shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Agent, the Lead Arranger nor any Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit Document. Each Bank acknowledges that it has not relied and will not rely on the Lead Arranger in deciding to enter into this Agreement or any other Credit Document or in taking or not taking any action.

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks Banks, the Issuing Bank and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank shall have any fiduciary responsibilities to the Borrower. Neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from (i) the gross negligence or willful misconduct of the party from which recovery is soughtsought or (ii) the Issuing Bank’s failure to pay any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue sxx for, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit Document. Each Bank acknowledges that it has not relied and will not rely on the Lead Arranger in deciding to enter into this Agreement or any other Credit Document or in taking or not taking any action.

Nonliability of Banks. The relationship between the Borrower Borrowers on the one hand and the Banks and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Lead Arranger Agent nor any Bank shall have has any fiduciary responsibilities relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the Borrowerother Loan Documents, and the relationship between the Loan Parties, on the one hand, and Agent and the Banks, on the other 101 hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent, the Lead Arranger Agent nor any Bank undertakes any responsibility to the Borrower any Loan Party to review or inform the Borrower any Loan Party of any matter in connection with any phase of the Borrowerany Loan Party’s business or operations. The Each Borrower agrees agrees, on behalf of itself and each other Loan Party, that neither the Agent, the Lead Arranger Agent nor any Bank shall have liability to the Borrower any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower any Loan Party in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final final, non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the AgentNO BANK PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, the Lead Arranger nor any Bank shall have any liability with respect toOTHER THAN RESULTING FROM SUCH BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, and the Borrower hereby waivesNOR SHALL ANY BANK PARTY HAVE ANY LIABILITY WITH RESPECT TO, releases and agrees not to sue forAND EACH BORROWER ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, any specialHEREBY WAIVES, indirectRELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, consequential or punitive damages suffered by the Borrower in connection withPUNITIVE, arising out ofEXEMPLARY, or in any way related to the Credit Documents or the transactions contemplated thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit DocumentINDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Bank Borrower acknowledges that it has not relied been advised by counsel in the negotiation, execution and will not rely on the Lead Arranger in deciding to enter into delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or any by the other Credit Document Loan Documents or in taking otherwise exists by virtue of the transactions contemplated hereby among the Banks or not taking any actionamong the Loan Parties and the Banks.

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks and the Administrative Agent on the other hand shall be solely that of borrower and lenderbank. Neither the Administrative Agent, the Lead any Arranger nor any Bank shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Lead any Arranger nor any Bank undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Administrative Agent, the Lead any Arranger nor any Bank shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Documentsthis Agreement or any Note, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable nonappealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Lead any Arranger nor any Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue sxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Credit Documents this Agreement or any Note or the transactions contemplated hereby or thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit Document. Each Bank acknowledges that it has not relied and will not rely on the Lead Arranger in deciding to enter into this Agreement or any other Credit Document or in taking or not taking any action.

Nonliability of Banks. The relationship between the Borrower Borrowers on the one hand and the Banks Banks, the LC Issuer and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Lead LC Issuer, the Arranger nor any Bank shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Agent, the Lead LC Issuer, the Arranger nor any Bank undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the Borrower’s Borrowers' business or operations. The Borrower agrees Borrowers agree that neither the Agent, the Lead LC Issuer, the Arranger nor any Bank shall have liability to the Borrower Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Agent, the Lead LC Issuer, the Arranger nor any Bank shall have any liability with respect to, and the Borrower Borrowers hereby waiveswaive, releases release and agrees agree not to sue for, any special, indirect, consequential or punitive damages suffered sufxxxed by the any Borrower in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit Document. Each Bank acknowledges that it has not relied and will not rely on the Lead Arranger in deciding to enter into this Agreement or any other Credit Document or in taking or not taking any action.

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks Banks, the Issuing Bank and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank shall have any fiduciary responsibilities to the Borrower. Neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from (i) the gross negligence or willful misconduct of the party from which recovery is soughtsought or (ii) the Issuing Bank’s failure to pay any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue sxx for, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit Document. Each Bank acknowledges that it has not relied and will not rely on the Lead Arranger in deciding to enter into this Agreement or any other Credit Document or in taking or not taking any action.57

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Lead Arranger Agent nor any Bank shall have has any fiduciary responsibilities relationship with or duty to the BorrowerBorrower or any Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Borrower and Guarantors, on the one hand, and the Agent and the Banks, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent, the Lead Arranger Agent nor any Bank undertakes any responsibility to the Borrower or any Guarantor to review or inform the Borrower or any Guarantor of any matter in connection with any phase of the Borrower’s 's or any Guarantor's business or operations. The Borrower agrees agrees, on behalf of itself and each Guarantor, that neither the Agent, the Lead Arranger Agent nor any Bank shall have liability to the Borrower or any Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any Guarantor in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the AgentNEITHER THE AGENT NOR ANY BANK SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, the Lead Arranger nor any Bank shall have any liability with respect toNOR SHALL THE AGENT OR ANY BANK HAVE ANY LIABILITY WITH RESPECT TO, and the AND THE BORROWER ON BEHALF OF ITSELF AND EACH OTHER GUARANTOR, HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO XXXS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit Document. Each Bank acknowledges that it has not relied been advised by counsel in the negotiation, execution and will not rely on the Lead Arranger in deciding to enter into delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or any by the other Credit Document Loan Documents or in taking otherwise exists by virtue of the transactions contemplated hereby among the Banks and the Agent or not taking any action.among the Borrower, the Guarantors, the Agent and the Banks BORROWER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND BORROWER ACKNOWLEDGES AND AGREES THAT (a) EACH OF THE WAIVERS SET FORTH HEREIN, WERE KNOWINGLY AND VOLUNTARILY MADE; (b) THE OBLIGATIONS OF THE BANKS HEREUNDER, INCLUDING THE OBLIGATION TO ADVANCE AND LEND FUNDS TO BORROWER IN ACCORDANCE HEREWITH, WILL BE STRICTLY CONSTRUED AND WILL BE EXPRESSLY SUBJECT TO SUCH BORROWER'S COMPLIANCE IN ALL RESPECTS WITH THE TERMS AND CONDITIONS HEREIN SET FORTH; AND (c) NO REPRESENTATIVE OF ANY BANK HAS WAIVED OR MODIFIED ANY OF THE PROVISIONS OF THIS AGREEMENT AS OF THE DATE HEREOF AND NO SUCH WAIVER OR MODIFICATION FOLLOWING THE DATE HEREOF WILL BE EFFECTIVE UNLESS MADE IN ACCORDANCE WITH SECTION 9.2 HEREOF. [INTENTIONALLY LEFT BLANK - SIGNATURES ON FOLLOWING PAGES]

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks Banks, the Issuing Bank and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank shall have any fiduciary responsibilities to the Borrower. Neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from (i) the gross negligence or willful misconduct of the party from which recovery is soughtsought or (ii) the Issuing Bank’s failure to pay any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Neither the Agent, either Co-Lead Arranger, any Bank nor the Lead Arranger nor any Issuing Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue xxx for, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Credit Loan Documents or the transactions contemplated thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit Document. Each Bank acknowledges that it has not relied and will not rely on the Lead Arranger in deciding to enter into this Agreement or any other Credit Document or in taking or not taking any action.Table of Contents

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Lead Arranger Agent nor any Bank shall have has any fiduciary responsibilities relationship with or duty to the BorrowerBorrower or any Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Borrower and Guarantors, on the one hand, and the Agent and the Banks, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Agent, the Lead Arranger Agent nor any Bank undertakes any responsibility to the Borrower or any Guarantor to review or inform the Borrower or any Guarantor of any matter in connection with any phase of the Borrower’s 's or any Guarantor's business or operations. The Borrower agrees agrees, on behalf of itself and each Guarantor, that neither the Agent, the Lead Arranger Agent nor any Bank shall have liability to the Borrower or any Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any Guarantor in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Credit Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the AgentNEITHER THE AGENT NOR ANY BANK SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, the Lead Arranger nor any Bank shall have any liability with respect toNOR SHALL THE AGENT OR ANY BANK HAVE ANY LIABILITY WITH RESPECT TO, and the AND THE BORROWER ON BEHALF OF ITSELF AND EACH OTHER GUARANTOR, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). The Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit Document. Each Bank acknowledges that it has not relied been advised by counsel in the negotiation, execution and will not rely on the Lead Arranger in deciding to enter into delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or any by the other Credit Document Loan Documents or in taking otherwise exists by virtue of the transactions contemplated hereby among the Banks and the Agent or not taking any action.among the Borrower, the Guarantors, the Agent and the Banks BORROWER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND BORROWER ACKNOWLEDGES AND AGREES THAT (a) EACH OF THE WAIVERS SET FORTH HEREIN, WERE KNOWINGLY AND VOLUNTARILY MADE; (b) THE OBLIGATIONS OF THE BANKS HEREUNDER, INCLUDING THE OBLIGATION TO ADVANCE AND LEND FUNDS TO BORROWER IN ACCORDANCE HEREWITH, WILL BE STRICTLY CONSTRUED AND WILL BE EXPRESSLY SUBJECT TO SUCH BORROWER'S COMPLIANCE IN ALL RESPECTS WITH THE TERMS AND CONDITIONS HEREIN SET FORTH; AND (c) NO REPRESENTATIVE OF ANY BANK HAS WAIVED OR MODIFIED ANY OF THE PROVISIONS OF THIS AGREEMENT AS OF THE DATE HEREOF AND NO SUCH WAIVER OR MODIFICATION FOLLOWING THE DATE HEREOF WILL BE EFFECTIVE UNLESS MADE IN ACCORDANCE WITH SECTION 9.2 HEREOF. [INTENTIONALLY LEFT BLANK -SIGNATURES ON FOLLOWING PAGES]

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Lead Arranger nor any Bank shall have any fiduciary responsibilities to the Borrower. Neither the Agent, the Lead Arranger nor any Bank undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Agent, the Lead Arranger nor any Bank shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Credit Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Agent, the Lead Arranger nor any Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Credit Documents or the transactions contemplated thereby. It is agreed that the Lead Arranger shall, in its capacity as such, have no duties or responsibilities under this Agreement or any other Credit Document. Each Bank acknowledges that it has not relied and will not rely on the Lead Arranger in deciding to enter into this Agreement or any other Credit Document or in taking or not taking any action.