Common use of EXCULPATION, COLLATERAL AGENT’S RELIANCE, ETC Clause in Contracts

EXCULPATION, COLLATERAL AGENT’S RELIANCE, ETC. Neither Collateral Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable to Lender, any Related Party or any other Person for any action taken or omitted to be taken by any of them under or in connection with the Loan Documents, including their negligence of any kind, except that each shall be liable for its own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Collateral Agent (a) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to Lender and shall not be responsible to Lender for any statements, warranties or representations made in or in connection with the Loan Documents; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Loan Documents on the part of any Related Party or to inspect the property (including the books and records) of any Related Party; (d) shall not be responsible to Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any instrument or document furnished in connection therewith; (e) may rely upon the representations and warranties of each Related Party or Secured Party in exercising its powers hereunder; and (f) shall incur no liability to Lender under or in respect of the Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of Lender as it deems appropriate. Collateral Agent shall not be liable to Lender, any Related Party or any other Person for special, exemplary, punitive or consequential damages.

EXCULPATION, COLLATERAL AGENT’S RELIANCE, ETC. Neither the Collateral Agent in its capacity as such nor any of its directors, officers, agents, attorneys, attorneys or employees shall be liable to Lender, any Related Company Party or any other Person Pari Passu Creditor Party for any action lawfully taken or omitted to be taken by any of it or them (whether negligently or otherwise) under or in connection with any Pari Passu Financing Document (a) with the Loan Documentsconsent or at the request of the Required Percentage of the Pari Passu Creditors, including their negligence of as applicable, or (b) in any kindother circumstances, except that each shall be liable for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, The Collateral Agent (a) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to Lender any other Pari Passu Creditor Party and shall not be responsible to Lender any other Pari Passu Creditor Party for any recitals, statements, warranties or representations made in in, or in connection with with, any Pari Passu Financing Document or for the Loan Documents; (c) shall not have any duty to ascertain execution, effectiveness, genuineness, validity, enforceability, collectibility, or to inquire as to the performance or observance sufficiency of any Pari Passu Financing Document or any financial information, opinions of counsel or other documents executed and delivered pursuant thereto, or for the terms, covenants or conditions of the Loan Documents on the part financial condition of any Related Party or to inspect the property (including the books and records) of any Related Company Party; (d) . The Collateral Agent shall not be responsible to Lender any Pari Passu Creditor Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value satisfaction of any Loan Document condition specified in Article 2, except receipt of items required to be delivered to the Collateral Agent, or for the value, effectiveness, priority, genuineness or validity of any Collateral or any instrument or document furnished Lien thereon. The Collateral Agent may treat the registered holder of any Note Common Terms Agreement 84 95 as the holder thereof until the Collateral Agent receives the related Assignment and Acceptance signed by such holder and the assignee and in connection therewith; (e) may form satisfactory to the Collateral Agent. The Collateral Agent shall be entitled to rely upon the representations and warranties of each Related Party or Secured Party in exercising its powers hereunder; and (f) shall incur no liability to Lender under or in respect of the Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any facsimile, telegram, cable or telex) believed by it the Collateral Agent to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Collateral Agent shall be fully justified in failing or refusing entitled to take any action under this Agreement or any consult with legal counsel, independent public accountants and other Loan Document unless it shall first receive such advice or concurrence of Lender as it deems appropriate. experts selected by the Collateral Agent shall not be liable and to Lender, any Related Party or any act in reliance upon the advice of such counsel and other Person for special, exemplary, punitive or consequential damagesexperts concerning its actions and duties hereunder.

EXCULPATION, COLLATERAL AGENT’S RELIANCE, ETC. Neither Collateral Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable to Lender, any Related Party Guarantor or any other Person for any action taken or omitted to be taken by any of them under or in connection with the Loan Documentsthis Agreement or the Guaranty, including their negligence of any kind, except that each shall be liable for its own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Collateral Agent (a) may consult with legal counsel (including counsel for Borrowerthe Guarantors), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to Lender and shall not be responsible to Lender for any statements, warranties or representations made in or in connection with the Loan Documents; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Loan Documents Guaranty on the part of any Related Party Guarantor or to inspect the property (including the books and records) of any Related PartyGuarantor; (d) shall not be responsible to Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document this Agreement or the Guaranty or any instrument or document furnished in connection therewith; (e) may rely upon the representations and warranties of each Related Party Guarantor or Secured Party in exercising its powers hereunder; and (f) shall incur no liability to Lender under or in respect of this Agreement or the Loan Documents Guaranty by acting upon any notice, consent, certificate or other instrument or writing (including any facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons. Collateral Agent shall not be liable to Lender, any Guarantor or any other Person for special, exemplary, punitive or consequential damages. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Lender as it deems appropriate. Collateral Agent appropriate or it shall not first be liable indemnified to Lender, its satisfaction by the Lender against any Related Party and all liability and expense which may be incurred by it by reason of taking or continuing to take any other Person for special, exemplary, punitive or consequential damagessuch action.

EXCULPATION, COLLATERAL AGENT’S RELIANCE, ETC. Neither Collateral Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable to Lender, any Related Party Guarantor or any other Person for any action taken or omitted to be taken by any of them under or in connection with the Loan Documentsthis Agreement or the Guaranty, including their negligence of any kind, except that each shall be liable for its own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Collateral Agent (a) may consult with legal counsel (including counsel for Borrowerthe Guarantors), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to Lender and shall not be responsible to Lender for any statements, warranties or representations made in or in connection with the Loan Documents; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Loan Documents this Agreement or the Guaranty on the part of any Related Party Guarantor or to inspect the property (including the books and records) of any Related PartyGuarantor; (d) shall not be responsible to Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document this Agreement or the Guaranty or any instrument or document furnished in connection therewith; (e) may rely upon the representations and warranties of each Related Party Guarantor or Secured Party in exercising its powers hereunder; and (f) shall incur no liability to Lender under or in respect of the Loan Documents this Agreement or the Guaranty by acting upon any notice, consent, certificate or other instrument or writing (including any facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons. Collateral Agent shall not be liable to Lender, any Guarantor or any other Person for special, exemplary, punitive or consequential damages. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Lender as it deems appropriate. Collateral Agent appropriate or it shall not first be liable indemnified to Lender, its satisfaction by the Lender against any Related Party and all liability and expense which may be incurred by it by reason of taking or continuing to take any other Person for special, exemplary, punitive or consequential damagessuch action.

EXCULPATION, COLLATERAL AGENT’S RELIANCE, ETC. Neither Collateral Agent nor any of its directors, officers, agents, attorneys, attorneys or employees shall be liable to Lender, any Related Party or any other Person for any action taken or omitted to be taken by any of them under or in connection with the Loan Documentsthis Agreement, including their negligence of any kindINCLUDING THEIR NEGLIGENCE OF ANY KIND, except that each shall be liable for its own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Collateral Agent (a) may treat the rights of any Participant under its Participation Agreement as continuing until Collateral Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, signed by such Participant and in form satisfactory to Collateral Agent; (b) may consult with legal counsel (including counsel for BorrowerPledgor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, unless the action taken or omitted constitutes misconduct; (bc) makes no warranty or representation to Lender and shall not be responsible to Lender for any statements, warranties or representations made in or in connection with this Agreement, any Operative Agreements or the Loan Documentsother documents referenced herein; (cd) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Loan Documents Operative Agreements on the part of any Related Party party thereto, or to inspect the property (including the books and records) of any Related Partyparty thereto; (de) shall not be responsible to Lender any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document Operative Agreement or any instrument or document furnished in connection therewith; (ef) may rely upon the representations and warranties of each Related Party or Secured Party Pledgor, Participants, Depositary Bank and Deposit Takers in exercising its powers hereunder; and (fg) shall incur no liability to Lender under or in respect of the Loan Documents Operative Agreements by acting upon any notice, consent, certificate or other instrument or writing (including any facsimiletelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of Lender as it deems appropriate. Collateral Agent shall not be liable to Lender, any Related Party or any other Person for special, exemplary, punitive or consequential damages.