Exculpatory Provisions; Limitation of Liability. Neither the Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Bank for any action taken or omitted to be taken by it or them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner to any of the Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Banks to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Loan Parties, or the financial condition of the Loan Parties, or the existence or possible existence of any Event of Default or Potential Default. No claim may be made by any of the Loan Parties, any Bank, the Agent or any of their respective Subsidiaries against the Agent, any Bank or any of their respective directors, officers, employees, agents, attorneys or Affiliates, or any of them, for any special, indirect or consequential damages or, to the fullest extent permitted by Law, for any punitive damages in respect of any claim or cause of action (whether based on contract, tort, statutory liability, or any other ground) based on, arising out of or related to any Loan Document or the transactions contemplated hereby or any act, omission or event occurring in connection therewith, including the negotiation, documentation, administration or collection of the Loans, and each of the Loan Parties, (for itself and on behalf of each of its Subsidiaries), the Agent and each Bank hereby waive, releases and agree never to xxx upon any claim for any such damages, whether such claim now exists or hereafter arises and whether or not it is now known or suspected to exist in its favor. Each Bank agrees that, except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent hereunder or given to the Agent for the account of or with copies for the Banks, the Agent and each of its directors, officers, employees, agents, attorneys or Affiliates shall not have any duty or responsibility to provide any Bank with an credit or other information co...
Exculpatory Provisions; Limitation of Liability. 95 10.7 Reimbursement and Indemnification of Agent by Banks........ 95 10.8
Exculpatory Provisions; Limitation of Liability. Neither the Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Lender for any action taken or omitted to be taken by it or them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct as determined in a final, unappealable judgment of a court of competent jurisdiction, (b) be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Lenders to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Borrower, or the financial condition of the Borrower or the existence or possible existence of any Event of Default or Potential Default. Each Lender agrees that, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder or given to the Agent for the account of or with copies for the Lenders, the Agent and each of its directors, officers, employees, agents, attorneys or Affiliates shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower which may come into the possession of the Agent or any of its directors, officers, employees, agents, attorneys or Affiliates.
Exculpatory Provisions; Limitation of Liability. Subject to the provisions of Section 9.6 (Exculpatory Provisions; Limitation of Liability), no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Banks, or in the absence of such instructions, in the absolute discretion of the Agent. 9.5
Exculpatory Provisions; Limitation of Liability. Neither the Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Bank for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner to any of the Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Banks to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Loan Parties, or the financial condition of the Loan Parties, or the existence or possible existence of any Event of Default or Potential Default.
Exculpatory Provisions; Limitation of Liability. Subject to the provisions of Section 9.6 [Exculpatory Provisions; Limitation of Liability], no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders, or in the absence of such instructions, in the absolute discretion of the Agent.
Exculpatory Provisions; Limitation of Liability. 9.7 Reimbursement and Indemnification of Agent by Lenders.
Exculpatory Provisions; Limitation of Liability. 100 9.7 Reimbursement and Indemnification of Administrative Agent by Lenders........................................................ 101 9.8 Reliance by Administrative Agent............................... 101 9.9
Exculpatory Provisions; Limitation of Liability. 77 10.7 Reimbursement and Indemnification of Agent by Lenders...................................................... 78 10.8 Reliance by Agent.......................................................................................... 78
Exculpatory Provisions; Limitation of Liability. 86 9.7 Reimbursement and Indemnification of Agent by Lenders 87 9.8 Reliance by Agent 87 9.9 Notice of Default 87 9.10 Notices 88 9.11 Lenders in Their Individual Capacities; Agent in its Individual Capacity 88 9.12 Holders of Notes 88 9.13 Equalization of Lenders 88 9.14 Successor Agent 89 9.15 Agent’s Fee 89 9.16 Availability of Funds 89 9.17 Calculations 90 9.18 No Reliance on Agent’s Customer Identification Program 90 9.19 Beneficiaries 90 9.20 Certain Releases of Guarantors and Xxxxxxxxxx 00 00. MISCELLANEOUS 91 10.1 Modifications, Amendments or Waivers 91 10.1.1 Increase of Commitment; Extension of Expiration Date 91 10.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment 91 10.1.3 Release of Collateral or Guarantor 92 10.1.4 Miscellaneous 92 10.2 No Implied Waivers; Cumulative Remedies; Writing Required 92 10.3 Reimbursement and Indemnification of Lenders by the Borrower; Taxes 92 10.4 Holidays 93 10.5 Funding by Branch, Subsidiary or Affiliate 94 10.5.1 Notional Funding 94 10.5.2 Actual Funding 94 10.6 Notices 94 10.7 Severability 95 10.8 Governing Law 95 10.9 Prior Understanding 96 10.10 Duration; Survival 96 10.11 Successors and Assigns 96 10.12 Confidentiality 97 10.12.1 General 97 10.12.2 Sharing Information With Affiliates of the Lenders 98 TABLE OF CONTENTS Section Page 10.13 Counterparts 98 10.14 Agent’s or Lender’s Consent 98 10.15 Exceptions 98 10.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL 98 10.17 Certifications From Lenders and Participants 99 10.17.1 Tax Withholding 99 10.18 Joinder of Guarantors 100 10.19 Limitation on Recourse to General Partner 100
