Common use of Nonliability of the Lenders Clause in Contracts

Nonliability of the Lenders. The relationship between each Obligated Party on the one hand and the Lenders, the LC Issuer, the Acceptance Lender, the Arranger, the Administrative Agent, the Collateral Agent, and the U.K. Security Trustee on the other hand shall be solely that of debtor and creditor. Neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender shall have any fiduciary responsibilities to any Obligated Party. Neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender undertakes any responsibility to any Obligated Party to review or inform such Obligated Party of any matter in connection with any phase of the other Obligated Parties’ business or operations. Each Obligated Party agrees that neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender shall have liability to such Obligated Party (whether sounding in tort, contract, or otherwise) for losses suffered by such Obligated Party 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 the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender shall have any liability with respect to, and each Obligated Party hereby waives, releases, and agrees not to xxx for, any special, indirect, consequential, or punitive damages suffered by such Obligated Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

Nonliability of the Lenders. The relationship between each Obligated Party the Parent Entities on the one hand and the Lenders, the LC Issuer, the Acceptance Lender, the Arranger, the Lenders and Administrative Agent, the Collateral Agent, and the U.K. Security Trustee Agent on the other hand shall be solely that of borrower and lender. Neither Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Parent Entity arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Parent Entities, on the one hand, and Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender shall have any fiduciary responsibilities to any Obligated Party. Neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, Agent nor any Lender undertakes any responsibility to any Obligated Party Parent Entity to review or inform such Obligated Party any Parent Entity of any matter in connection with any phase of the other Obligated Parties’ any Parent Entity’s business or operations. Each Obligated Party agrees Borrower agrees, on behalf of itself and each other Parent Entity, that neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, Agent nor any Lender shall have liability to such Obligated Party any Parent Entity (whether sounding in tort, contract, contract or otherwise) for losses suffered by such Obligated Party any Parent Entity in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission, 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 NO LENDER 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, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWER ON BEHALF OF ITSELF AND EACH OTHER PARENT ENTITY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, 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, EXCEPT FOR GROSS NEGLIGENCE BY OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION). Borrower acknowledges that it has been advised by counsel in the Administrative Agentnegotiation, execution and delivery of this Agreement and the Collateral Agent, other Loan Documents to which it is a party. No joint venture is created hereby or by the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender shall have any liability with respect to, and each Obligated Party hereby waives, releases, and agrees not to xxx for, any special, indirect, consequential, or punitive damages suffered by such Obligated Party in connection with, arising out of, or in any way related to the other Loan Documents or otherwise exists by virtue of the transactions contemplated therebyhereby among the Lenders or among the Parent Entities and the Lenders.

Nonliability of the Lenders. The relationship between each Obligated Party on the one hand and the Lenders, the LC Issuer, the Acceptance Lender, the Arranger, the Administrative Agent, the Collateral Agent, and the U.K. Security Trustee on the other hand shall be solely that of debtor and creditor. Neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender shall have any fiduciary responsibilities to any Obligated Party. Neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender undertakes any responsibility to any Obligated Party to review or inform such Obligated Party of any matter in connection with any phase of the other Obligated Parties’ ' business or operations. Each Obligated Party agrees that neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender shall have liability to such Obligated Party (whether sounding in tort, contract, or otherwise) for losses suffered by such Obligated Party 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 the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Collateral Agent, the Arranger, the U.K. Security Trustee, the LC Issuer, the Acceptance Lender, nor any Lender shall have any liability with respect to, and each Obligated Party hereby waives, releases, and agrees not to xxx for, any special, indirect, consequential, or punitive damages suffered by such Obligated Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.