Common use of Nonliability of Banks Clause in Contracts

Nonliability of Banks. The relationship between the Borrower on the one hand and the 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 Issuing Bank shall have any fiduciary responsibilities to the Borrower. Neither the Agent, either Co-Lead Arranger, any Bank nor the 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 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 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 sought 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 Issuing Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sxx for, any special, indirect or consequential damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks, the Issuing Bank Banks and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, either Co-the Lead Arranger, Arranger nor any Bank nor the Issuing Bank shall have any fiduciary responsibilities to the Borrower. Neither the Agent, either Co-the Lead Arranger, Arranger nor any Bank nor the 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-the Lead Arranger, Arranger nor any Bank nor the 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 Loan 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 (i) the gross negligence or willful misconduct of the party from which recovery is sought 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 Creditsought. Neither the Agent, either Co-the Lead Arranger, Arranger nor any Bank nor the Issuing Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sxx sue for, any special, indirect indirect, consequential or consequential punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan 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 Borrowers on the one hand and the Banks, the Issuing Bank LC Issuer and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, either Co-Lead Arrangerthe LC Issuer, the Arranger nor any Bank nor the Issuing Bank shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Agent, either Co-Lead Arrangerthe LC Issuer, the Arranger nor any Bank nor the Issuing 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, either Co-Lead Arrangerthe LC Issuer, the Arranger nor any Bank nor the Issuing 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 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 sought 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 Creditsought. Neither the Agent, either Co-Lead Arrangerthe LC Issuer, the Arranger nor any Bank nor the Issuing Bank shall have any liability with respect to, and the Borrower Borrowers hereby waiveswaive, releases release and agrees agree not to sxx sue for, any special, indirect indirect, consequential or consequential punitive damages suffered sufxxxed by the any Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks, the Issuing Bank Banks and the Administrative Agent on the other hand shall be solely that of borrower and lenderbank. Neither the Administrative Agent, either Co-Lead Arranger, any Bank Arranger nor the Issuing any Bank shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, either Co-Lead Arranger, any Bank Arranger nor the Issuing 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, either Co-Lead Arranger, any Bank Arranger nor the Issuing 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 Loan 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 (i) the gross negligence or willful misconduct of the party from which recovery is sought 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 Creditsought. Neither the Administrative Agent, either Co-Lead Arranger, any Bank Arranger nor the Issuing any Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sxx for, any special, indirect indirect, consequential or consequential punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents this Agreement or any Note or the transactions contemplated hereby or thereby.

Nonliability of Banks. The relationship between the Borrower on the one hand and the Banks, the Issuing Bank Banks and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, either Co-the Lead Arranger, Arranger nor any Bank nor the Issuing Bank shall have any fiduciary responsibilities to the Borrower. Neither the Agent, either Co-the Lead Arranger, Arranger nor any Bank nor the 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-the Lead Arranger, Arranger nor any Bank nor the 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 Loan 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 (i) the gross negligence or willful misconduct of the party from which recovery is sought 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 Creditsought. Neither the Agent, either Co-the Lead Arranger, Arranger nor any Bank nor the Issuing Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sxx xxx for, any special, indirect indirect, consequential or consequential punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan 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, 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 Issuing Bank shall have any fiduciary responsibilities to the Borrower. Neither the Agent, either Co-Lead Arranger, any Bank nor the 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 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 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 sought 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 Issuing Bank shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sxx xxx for, any special, indirect or consequential damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.. Table of Contents