Agent Not Liable. Neither the Collateral Agent nor any of the other Secured Parties shall be (a) liable or accountable for any failure to seize, collect, realize, dispose of, enforce or otherwise deal with the Collateral, (b) bound to institute proceedings for any such purposes or for the purpose of preserving any rights of the Collateral Agent, the Debtor or any other person, firm or corporation in respect of the Collateral, or (c) liable or responsible for any loss, cost or damage whatsoever which may arise in respect of any such failure including, without limitation, resulting from the negligence of the Collateral Agent or any of its officers, servants, agents, solicitors, attorneys, Receivers or otherwise except for its, his, her or their gross negligence or willful misconduct. Neither the Collateral Agent nor any of the other Secured Parties, nor their respective officers, servants, agents or Receivers shall be liable by reason of any entry into possession of the Collateral or any part thereof, to account as a mortgagee in possession, for anything except actual receipts, for any loss on realization, for any act or omission for which a mortgagee in possession might be liable, for any negligence in the carrying on or occupation of the business or undertaking of the Debtor as provided in Section 6.5 or for any loss, cost, damage or expense whatsoever which may arise in respect of any such actions, omissions or negligence except for its, his, her or their gross negligence or willful misconduct.
Agent Not Liable. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent
(i) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and including the agreement of the assignee or transferee to be bound hereby as it would have been if it had been an original Lender party hereto, in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for the 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; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) 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 on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished pursuant to any Loan Document or for the creation, validity, enforceability, sufficiency, value, perfection or priority of any Lien purported to be granted to the Agent, whether pursuant to any of the Collateral Documents or otherwise; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Agent Not Liable. The Agent shall not in any way be held liable by reason of any insufficiency in the Collection Account or the Liquidation Collection Account resulting from losses on investments made in accordance with the provisions of this Section 3.09 (but the Agent shall at all times remain liable for its own debt obligations, if any, constituting part of such investments). The Agent shall not be liable for any investment made by it in accordance with this Section 3.09 on the grounds that it could have made a more favorable investment.
Agent Not Liable. The Escrow Agent shall not be liable for any loss which may occur by reason of false representations or other actions of the Pledgor or the Pledgee. The Escrow Agent shall not be liable for the exercise of its discretion in any particular manner except in instances of gross negligence or willful misconduct by the Escrow Agent.
Agent Not Liable. The Agent, in the performance of its duties hereunder, shall not be liable or responsible for anything done or omitted to be done hereunder in good faith as herein provided, except for its own willful misconduct or gross negligence. The Agent shall be fully protected in relying upon any notice, certificate or other written communication, including, without limitation, any written notice delivered by the Committee to the Agent instructing the Agent to take any action or refrain from taking any action, believed by the Agent to be genuine and purported to be signed or given by any person or persons purporting to have authority to act on behalf of any party hereto. The Agent shall have the right, but not the obligation, to consult with counsel of its choice and shall not be liable for action taken or omitted to be taken by the Agent in accordance with the advice of such counsel. The Agent shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with this Agreement.
Agent Not Liable. The powers conferred on the Agent hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act, except for its own gross negligence or willful misconduct.
Agent Not Liable. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys-in-fact shall be (i) liable to any Lender for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any ancillary document (except for its or such Person's own gross negligence or willful misconduct), or (ii) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Loan Party, or any officer of any thereof contained in this Agreement or any ancillary document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any of the ancillary documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the ancillary documents or for any failure of any Loan Party to perform its obligations hereunder or thereunder. The Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the ancillary documents or to inspect the properties, books or records of the Borrower.
Agent Not Liable. The Grantors assume all responsibility and liability arising from the use of the Collateral, and hereby indemnify and hold the Agent and each Secured Party harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys' fees and expenses) arising out of any alleged defect in any product manufactured, promoted or sold by the Grantors (or any Affiliate or Subsidiary thereof) in connection with any Trademark or other Collateral or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any of the Grantors (or any Affiliate or Subsidiary thereof). Each Grantor agrees that neither the Agent nor any Secured Party assumes, and neither the Agent nor any Secured Party shall have any responsibility for, the payment of any sums due or to become due under any agreement or contract included in the Collateral or the performance of any obligations to be performed under or with respect to any such agreement or contract by any Grantor, and the Grantors hereby agree to indemnify and hold the Agent and each Secured Party harmless with respect to any and all claims by any Person relating thereto, except those arising out of the gross negligence or wilful misconduct of the Agent or a Secured Party.
Agent Not Liable. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys-in-fact shall be (i) liable to any Lender for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any ancillary document (except for its or such Person's own gross negligence or willful misconduct), or (ii) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by the Companies or any of them, or any officer of any thereof contained in this Agreement or any ancillary document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any of the ancillary documents or for the value,
Agent Not Liable. Except to the extent arising from the gross negligence, fraud, bad faith or willful misconduct of the Collateral Agent, the Collateral Agent shall not be liable by reason of its compliance with the terms of this Agreement with respect to (1) the investment of funds held thereunder in Eligible Investments (other than for losses attributable to the Collateral Agent’s failure to make payments on investments issued by the Collateral Agent, in its commercial capacity as principal obligor and not as collateral agent, in accordance with their terms) or (2) losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity. It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming liability for the obligations of the other parties hereto or any parties to the Fund Assets or other Collateral.
