Common use of Disclaimers, Indemnity, Etc Clause in Contracts

Disclaimers, Indemnity, Etc. (a) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Security Documents. The Collateral Agent shall not by reason of this Agreement, the Security Documents or the Guaranty be a trustee for any Creditor Party or have any other fiduciary obligation to any Creditor Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Collateral Agent shall not be responsible to any Creditor Party for any recitals, statements, representations or warranties contained in any Financing Agreement or in any certificate or other document referred to or provided for in, or received by any of them under, any Financing Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Financing Agreement or any other document referred to or provided for therein or any Lien under any of the Security Documents or the perfection or priority of any such Lien or for any failure by the Company, any Grantor, any Creditor Party or any other Person to perform any of its respective obligations under any Financing Agreement. Without limiting the foregoing, the Collateral Agent shall not be required to take any action under any Security Document or the Guaranty, including, without limitation, any action to perfect any security interests granted in the Collateral pursuant to the Security Documents, or to administer any Collateral unless instructed to do so by the Directing Parties. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for the gross negligence or willful misconduct of such Person.

Disclaimers, Indemnity, Etc. (a) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Security Documents. The Collateral Agent shall not by reason of this Agreement, the Security Documents Documents, the U.S. Guaranty or the Parent Guaranty be a trustee for any Creditor Benefited Party or have any other fiduciary obligation to any Creditor Benefited Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Collateral Agent shall not be responsible to any Creditor Benefited Party for any recitals, statements, representations or warranties contained in any Financing Agreement or in any certificate or other document referred to or provided for in, or received by any of them under, any Financing Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Financing Agreement or any other document referred to or provided for therein or any Lien under any of the Security Documents or the U.S. Guaranty or the Parent Guaranty or the perfection or priority of any such Lien or for any failure by the Company, any other Grantor, any Creditor Benefited Party or any other Person to perform any of its respective obligations under any Financing Agreement. Without limiting the foregoing, the Collateral Agent shall not be required to take any action under any Security Document Document, the U.S. Guaranty or the Parent Guaranty, including, without limitation, any action to perfect any security interests interest granted in the Collateral pursuant to the Security Documents, or to administer any Collateral unless instructed to do so by the Directing Majority Benefited Parties. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for the gross negligence or willful misconduct of such Person.

Disclaimers, Indemnity, Etc. (a) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Collateral Documents or the Loan Guaranties, and the Security Documents. The Collateral Agent shall not by reason of this Agreement, the Security Collateral Documents or the Guaranty Loan Guaranties be a trustee for any Creditor Secured Party or have any other fiduciary obligation to any Creditor Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Collateral Agent shall not be responsible to any Creditor Secured Party for any recitals, statements, representations or warranties contained in this Agreement, the Credit Agreement, the Other Permitted Credit Exposure Documents or any other documents evidencing or relating to any Other Permitted Credit Exposure, the New Senior Debt Documents (including the Existing Xxxxx-Xxxxxxxx Senior Secured Notes and the New Senior Debt Documents therefor), the Existing Holdings Senior Notes Indentures, the Existing Holdings Senior Notes, the Existing Holdings Senior Notes Subordinated Guaranty, the Refinancing Senior Debt Documents, the New Junior Debt Documents, the Collateral Documents or the Loan Guaranties (collectively, the “Financing Agreement Agreements”) or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing AgreementAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Agreement Agreements or any other document referred to or provided for therein or any Lien under any of the Security Collateral Documents or the perfection or priority of any such Lien or for any failure by the Company, any Grantor, any Creditor Party or any other Person to perform any of its respective obligations under any of the Financing AgreementAgreements. Without limiting the foregoing, the Collateral Agent shall not be required to take any action under any Security Document or the Guaranty, including, without limitation, any action to perfect any security interests granted in the Collateral pursuant to the Security Documents, or to administer any Collateral unless instructed to do so by the Directing Parties. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for the its or their own gross negligence or willful misconduct of such Personmisconduct.

Disclaimers, Indemnity, Etc. (a) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Security Collateral Documents. The Collateral Agent shall not by reason of this Agreement, the Security Documents any Guaranty or the Guaranty any Collateral Document be a trustee for any Creditor Benefited Party or have any other fiduciary obligation to any Creditor Benefited Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Collateral Agent shall not be responsible to any Creditor Benefited Party for any recitals, statements, representations or warranties contained in any Financing Agreement or in any certificate or other document referred to or provided for in, or received by any of them under, any Financing AgreementAgreement (other than statements, representations and warranties made by the Collateral Agent), or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Financing Agreement or any other document referred to or provided for therein or any Lien under any of the Security Documents Collateral Document or the perfection or priority of any such Lien or for any failure by the Company, any GrantorGuarantor, any Creditor Benefited Party or any other Person to perform any of its respective obligations under any Financing Agreement. Without limiting the foregoing, the Collateral Agent shall not be required to take any action under any Security Document Guaranty or the Guarantyany Collateral Document, including, without limitation, including any action to perfect any security interests interest granted in the Collateral pursuant to the Security Documentsany Collateral Document, or to administer any Collateral unless instructed to do so by the Directing Required Benefited Parties; provided that, subject to subsection 2(d), any Benefited Party may instruct the Collateral Agent to take actions necessary to preserve, protect or continue any existing security interest (including, without limitation, an instruction to file a Uniform Commercial Code financing statement) without the need to obtain the consent of the Required Benefited Parties. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder hereunder, under any Guaranty or Collateral Documents or in connection herewithwith any of the foregoing, except for the gross negligence or willful misconduct of such Person.

Disclaimers, Indemnity, Etc. (a) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Collateral Documents or the Loan Guaranties, and the Security Documents. The Collateral Agent shall not by reason of this Agreement, the Security Collateral Documents or the Guaranty Loan Guaranties be a trustee for any Creditor Secured Party or have any other fiduciary obligation to any Creditor Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Collateral Agent shall not be responsible to any Creditor Secured Party for any recitals, statements, representations or warranties contained in this Agreement, the Credit Agreement, the Interest Rate Agreements, the Currency Agreements, the Other Permitted Credit Exposure Guaranties or any Financing Agreement other documents evidencing or relating to any Other Permitted Credit Exposure, the New Senior Debt Documents, the Existing Senior Note Indentures, the Existing Senior Notes, the Existing Senior Notes Subordinated Guaranty, the Refinancing Senior Debt Documents, the New Junior Debt Documents, the Collateral Documents or the Loan Guaranties (collectively, the "FINANCING AGREEMENTS") or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing AgreementAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Agreement Agreements or any other document referred to or provided for therein or any Lien under any of the Security Collateral Documents or the perfection or priority of any such Lien or for any failure by the Company, any Grantor, any Creditor Party or any other Person to perform any of its respective obligations under any of the Financing Agreement. Without limiting the foregoing, the Collateral Agent shall not be required to take any action under any Security Document or the Guaranty, including, without limitation, any action to perfect any security interests granted in the Collateral pursuant to the Security Documents, or to administer any Collateral unless instructed to do so by the Directing PartiesAgreements. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for the its or their own gross negligence or willful misconduct of such Personmisconduct.

Disclaimers, Indemnity, Etc. (a) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Collateral Documents or the Loan Guaranties, and the Security Documents. The Collateral Agent shall not by reason of this Agreement, the Security Collateral Documents or the Guaranty Loan Guaranties be a trustee for any Creditor Secured Party or have any other fiduciary obligation to any Creditor Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Collateral Agent shall not be responsible to any Creditor Secured Party for any recitals, statements, representations or warranties contained in this Agreement, the Credit Agreement, the Other Permitted Credit Exposure Documents or any other documents evidencing or relating to any Other Permitted Credit Exposure, the Permitted Secured Debt Documents, the Existing Holdings Senior Notes Indenture, the Existing Holdings Senior Notes, the Existing Holdings Senior Notes Subordinated Guaranty, the Collateral Documents or the Loan Guaranties (collectively, the “Financing Agreement Agreements”) or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing AgreementAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Agreement Agreements or any other document referred to or provided for therein or any Lien under any of the Security Collateral Documents or the perfection or priority of any such Lien or for any failure by the Company, any Grantor, any Creditor Party or any other Person to perform any of its respective obligations under any of the Financing AgreementAgreements. Without limiting the foregoing, the Collateral Agent shall not be required to take any action under any Security Document or the Guaranty, including, without limitation, any action to perfect any security interests granted in the Collateral pursuant to the Security Documents, or to administer any Collateral unless instructed to do so by the Directing Parties. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for the its or their own gross negligence or willful misconduct of such Personmisconduct.

Disclaimers, Indemnity, Etc. (a) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Pledge Agreements or the Loan Guaranty, and the Security Documents. The Collateral Agent shall not by reason of this Agreement, the Security Documents Pledge Agreements or the Loan Guaranty be a trustee for any Creditor Secured Party or Guarantied Party or have any other fiduciary obligation to any Creditor Secured Party or Guarantied Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Collateral Agent shall not be responsible to any Creditor Secured Party or Guarantied Party for any recitals, statements, representations or warranties contained in any Financing Agreement this Agreement, the Credit Agreements, the notes evidencing Indebtedness under the Credit Agreements, the Interest Rate Agreements, the Currency Agreements, the Foreign Lender Guaranties, the Foreign Loan Agreements, the Senior Debenture Indenture, the Senior Debentures, the Commercial Paper Documents, the Subordinated Debt Indenture, the Subordinated Debt Securities, the Pledge Agree- ments or the Loan Guaranty (collectively, the "FINANCING AGREEMENTS") or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing AgreementAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Agreement Agreements or any other document referred to or provided for therein or any Lien under any of the Security Documents Pledge Agreements or the perfection or priority of any such Lien or for any failure by the Company, any Grantor, any Creditor Loan Party or any other Person to perform any of its respective obligations under any of the Financing Agreement. Without limiting the foregoing, the Collateral Agent shall not be required to take any action under any Security Document or the Guaranty, including, without limitation, any action to perfect any security interests granted in the Collateral pursuant to the Security Documents, or to administer any Collateral unless instructed to do so by the Directing PartiesAgreements. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for the its or their own gross negligence or willful misconduct of such Personmisconduct.

Disclaimers, Indemnity, Etc. (a) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Collateral Documents or the Loan Guaranties, and the Security Documents. The Collateral Agent shall not by reason of this Agreement, the Security Collateral Documents or the Guaranty Loan Guaranties be a trustee for any Creditor Secured Party or have any other fiduciary obligation to any Creditor Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Collateral Agent shall not be responsible to any Creditor Secured Party for any recitals, statements, representations or warranties contained in this Agreement, the Credit Agreement, the Interest Rate Agreements, the Currency Agreements, the Other Permitted Credit Exposure Documents or any other documents evidencing or relating to any Other Permitted Credit Exposure, the New Senior Debt Documents (including the Existing Xxxxx-Xxxxxxxx Senior Secured Notes and the New Senior Debt Documents therefor), the Existing Holdings Senior Notes Indentures, the Existing Holdings Senior Notes, the Existing Holdings Senior Notes Subordinated Guaranty, the Refinancing Senior Debt Documents, the New Junior Debt Documents, the Collateral Documents or the Loan Guaranties (collectively, the "Financing Agreement Agreements") or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing AgreementAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Agreement Agreements or any other document referred to or provided for therein or any Lien under any of the Security Collateral Documents or the perfection or priority of any such Lien or for any failure by the Company, any Grantor, any Creditor Party or any other Person to perform any of its respective obligations under any of the Financing Agreement. Without limiting the foregoing, the Collateral Agent shall not be required to take any action under any Security Document or the Guaranty, including, without limitation, any action to perfect any security interests granted in the Collateral pursuant to the Security Documents, or to administer any Collateral unless instructed to do so by the Directing PartiesAgreements. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for the its or their own gross negligence or willful misconduct of such Personmisconduct.