EXCULPATION, COLLATERAL AGENT’S RELIANCE, ETC Clause Samples
The "Exculpation, Collateral Agent’s Reliance, Etc" clause limits the liability of the collateral agent and allows the agent to rely on information and instructions provided by other parties involved in the agreement. In practice, this means the collateral agent is not held responsible for actions taken in good faith based on documents, directions, or representations from lenders or borrowers, and is protected from claims arising from honest mistakes or reliance on such information. The core function of this clause is to protect the collateral agent from undue legal exposure, ensuring they can perform their duties without fear of liability for actions taken in the normal course of their responsibilities.
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.