Common use of Liability of Agent-Related Persons Clause in Contracts

Liability of Agent-Related Persons. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any other Collateral Document or any Secured Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Collateral Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Collateral Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Collateral Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Collateral Document to perform its obligations hereunder or thereunder or under any Secured Agreement. No Agent-Related Person shall be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any other Collateral Document or any Secured Agreement, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. Notwithstanding anything herein to the contrary, except for the obligation of the Administrative Agent to make distributions in respect of Secured Obligations pursuant to Section 4.02(a), and except, at any time other than during an Equal and Ratable Period, as expressly provided herein, none of the Administrative Agent, the Lenders or the L/C Issuers shall be under any fiduciary, contractual or other duty to the holders of the Other Secured Obligations.

Liability of Agent-Related Persons. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any other Collateral Document or any Secured Agreement Loan Document or the transactions contemplated hereby (except for its own gross negligence negligence, bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Secured Party Lender for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Collateral Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Collateral Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Collateral Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Collateral Document to perform its obligations hereunder or thereunder or under any Secured AgreementLoan Document. No Agent-Related Person shall be under any obligation to any Secured Party Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any other Collateral Document or any Secured AgreementLoan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. Notwithstanding anything herein to the contrary, except for the obligation of the Administrative Agent to make distributions in respect of Secured Obligations pursuant to Section 4.02(a), and except, at any time other than during an Equal and Ratable Period, as expressly provided herein, none of the Administrative Agent, the Lenders or the L/C Issuers shall be under any fiduciary, contractual or other duty to the holders of the Other Secured Obligations.

Liability of Agent-Related Persons. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, Agreement or any other Collateral Loan Document or any Secured Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or or, (bii) be responsible in any manner to any Secured Party of the Lenders for any recital, statement, representation or warranty made by Borrower, or any Loan Party Subsidiary or Affiliate of any Borrower, or any officer or director thereof, contained herein in this Agreement or in any other Collateral Loan Document, or in any certificate, report, statement statement, or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Collateral Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Collateral Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party Borrower or any other party to any Collateral Loan Document to perform its obligations hereunder or thereunder or under any Secured Agreementthereunder. No Agent-Related Person shall be under any obligation to any Secured Party Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Collateral Document or any Secured AgreementLoan Document, or to inspect the properties, books books, or records of any Loan Party Borrower, or any Affiliate thereofof such Borrower’s Subsidiaries or Affiliates. Notwithstanding anything herein Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to the contrarybe taken by any other such Person. Neither Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of counsel nor, in any other event except for the obligation of the Administrative any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. Agent to make distributions shall not have any responsibility in respect of Secured Obligations pursuant to Section 4.02(a), any event for more funds than that Agent actually receives and except, at any time other than during an Equal and Ratable Period, as expressly provided herein, none of the Administrative Agent, the Lenders or the L/C Issuers shall be under any fiduciary, contractual or other duty to the holders of the Other Secured Obligationscollects.

Liability of Agent-Related Persons. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any other Collateral Document or any Secured Agreement Loan Document or the transactions contemplated hereby (except for its own gross negligence negligence, bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Secured Party for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Collateral Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Collateral Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Collateral Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Collateral Document to perform its obligations hereunder or thereunder or under any Secured AgreementLoan Document. No Agent-Related Person shall be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any other Collateral Document or any Secured AgreementLoan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. Notwithstanding anything herein to the contrary, except for the obligation of the Administrative Agent to make distributions in respect of Secured Obligations pursuant to Section 4.02(a), and except, at any time other than during an Equal and Ratable Period, as expressly provided herein, none of the Administrative Agent, the Lenders or the L/C Issuers shall be under any fiduciary, contractual or other duty to the holders of the Other Secured Obligations.