Common use of Exculpation of Agent Clause in Contracts

Exculpation of Agent. None of Agent nor any of its directors, officers, employees, Affiliates or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower or any Affiliate, or any officer thereof, contained in this Agreement or in any other Financing Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower or any other party to any Financing Agreement to perform its obligations and Liabilities hereunder or thereunder, or be responsible for or have any duty to ascertain or verify the satisfaction of any conditions specified in this Agreement or any other Financing Agreement, except receipt of items required to be delivered to Agent. 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 other Financing Agreement, or to inspect the properties, books or records of Borrower or its Affiliates.

Exculpation of Agent. None of Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), (b) not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law or (bc) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower any Loan Party or any AffiliateAffiliate of Borrower, or any officer thereof, contained in this Agreement or in any other Financing AgreementLoan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing AgreementLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower or any other party to any Financing Agreement Loan Document to perform its obligations and Liabilities Obligations hereunder or thereunder, or be responsible for or have any duty to ascertain or verify the satisfaction of any conditions specified in this Agreement or any other Financing Agreement, except receipt of items required to be delivered to Agent. 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 other Financing AgreementLoan Document, or to inspect the properties, books or records of Borrower or its any of Borrower’s Subsidiaries or Affiliates.

Exculpation of Agent. None of Agent nor any of its their respective directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Loan Agreement or any other Financing Agreement Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence negligence, bad faith, or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower or any Affiliateof its Subsidiaries or Affiliate of Borrower, or any officer or director thereof, contained in this Loan Agreement or in any other Financing AgreementLoan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Loan Agreement or any other Financing AgreementLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Loan Agreement or any other Financing Agreement Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower or any of its Subsidiaries or any other party to any Financing Agreement Loan Document to perform its obligations and Liabilities hereunder or thereunder, or be responsible for or have any duty to ascertain or verify the satisfaction of any conditions specified in this Agreement or any other Financing Agreement, except receipt of items required to be delivered to Agent. Agent shall not be under any no 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 Loan Agreement or any other Financing AgreementLoan Document, or to inspect the properties, books or records of Borrower or its Borrower’s Subsidiaries or Affiliates.

Exculpation of Agent. None of Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement Loan Document or the transactions contemplated 100 hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), (b) not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law or (bc) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower any Loan Party or any AffiliateAffiliate of Borrower, or any officer thereof, contained in this Agreement or in any other Financing AgreementLoan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing AgreementLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower or any other party to any Financing Agreement Loan Document to perform its obligations and Liabilities Obligations hereunder or thereunder, or be responsible for or have any duty to ascertain or verify the satisfaction of any conditions specified in this Agreement or any other Financing Agreement, except receipt of items required to be delivered to Agent. 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 other Financing AgreementLoan Document, or to inspect the properties, books or records of Borrower or its any of Borrower’s Subsidiaries or Affiliates.

Exculpation of Agent. None of Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), (b) not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein); provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to the Agreement or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief Law or (bc) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower or any AffiliateAffiliate of Borrower, or any officer thereof, contained in this Agreement or in any other Financing Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower or any other party to any Financing this Agreement to perform its obligations and Liabilities hereunder or thereunder, or be responsible for or have any duty to ascertain or verify the satisfaction of any conditions specified in this Agreement or any other Financing Agreement, except receipt of items required to be delivered to Agent. 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 other Financing Agreement, or to inspect the properties, books or records of Borrower or its any of Borrower’s subsidiaries or Affiliates.

Exculpation of Agent. None of Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), (b) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law or (bc) be responsible in any manner to any Lender or participant Participant for any recital, statement, representation or warranty made by Borrower any Loan Party or any AffiliateAffiliate of Borrower, or any officer thereof, contained in this Agreement or in any other Financing AgreementLoan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing AgreementLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower or any other party to any Financing Agreement Loan Document to perform its obligations and Liabilities Obligations hereunder or thereunder, or be responsible for or have any duty to ascertain or verify the satisfaction of any conditions specified in this Agreement or any other Financing Agreement, except receipt of items required to be delivered to Agent. 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 other Financing AgreementLoan Document, or to inspect the properties, books or records of Borrower or its any of Borrower’s Subsidiaries or Affiliates.

Exculpation of Agent. None of The Agent nor any of its directors, officers, employees, Affiliates or agents shall shall: (a) not be liable bound to (and it is the intention that it shall not) account to any Lender person for any sum received by it for its own account or the profit element of any such sum; (b) not have any duty or responsibility, either initially or on a continuing basis: (i) to provide any other Person for Secured Party with any action taken information with respect to the Company whenever coming into its possession or omitted to be taken provide any other person with any communication received by any of them it under or in connection with this Agreement deed; or (ii) to investigate the application of sums distributed pursuant to this deed; (c) not examine or any other Financing Agreement enquire into (unless the Agent considers it appropriate to do so following receipt of instructions to enforce the security constituted by or the transactions contemplated hereby (except pursuant to the extent resulting from its own gross negligence this deed) or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recitalthe legality, statement, representation or warranty made by Borrower or any Affiliate, or any officer thereof, contained in this Agreement or in any other Financing Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Agreement, or the validity, effectiveness, genuineness, adequacy or enforceability or sufficiency of this deed, the Credit Agreement or any agreement, assignment or other Financing Agreement (document relating to any of the foregoing or its ability to exercise the creationrights, perfection trusts, powers, authorities and discretions conferred by this deed or priority any other of the foregoing, and so that the Agent shall not be responsible for its inability to exercise any Lien or security interest therein), of the same or for any failure loss or damage thereby occasioned and, in particular but without prejudice to the generality of Borrower the foregoing, the Agent shall not be liable to the other Secured Parties for any damage or loss arising from any want of due formality in the constitution of the security constituted by or pursuant to this deed resulting in the illegality, invalidity, ineffectiveness, inadequacy or unenforceability of such security and it is hereby confirmed that prior to the date hereof the Agent has not made (and it was the intention that it should not make) any such examination or enquiry as aforesaid; (d) not be bound to disclose to any other person any information relating to the Company or any other party of them if such disclosure would or might in its opinion constitute a breach of any law or regulation or be otherwise actionable at the suit of any person; (e) not under this deed be concerned with the interests of or owe any duty whatsoever to any Financing Agreement persons other than the Secured Parties; (f) be entitled at any time to perform appoint (and subsequently to dismiss) such other person or persons as it thinks fit to become additional trustees under this deed to assist it in carrying out its duties under this deed and each such additional trustee shall be entitled to the same rights and subject to the same obligations and Liabilities hereunder under this deed as the Agent; (g) accept without enquiry, requisition or thereunderobjection or investigation of title such title as the Company may have to the Charged Assets; and (h) subject to the Agent's discretions given to it under this deed, or be responsible for or have any duty to ascertain or verify the satisfaction of any conditions specified in this Agreement or any other Financing Agreement, except receipt of items required to be delivered to Agent. Agent shall not be under any obligation to hold any Lender to ascertain title deeds or other documents in connection with the Charged Assets in its own possession or under its own control or to inquire as take any steps to protect or preserve or insure the observance same and the Agent may permit the Company to retain all such title deeds and other documents in connection with the Charged Assets in their possession and the Agent shall not be responsible for any loss incurred in connection with such deposit or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Agreement, or to inspect the properties, books or records of Borrower or its Affiliatespossession.

Exculpation of Agent. None of Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), (b) not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein); provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to the Agreement or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief Law or (bc) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Borrower or Affiliate of any AffiliateBorrower, or any officer thereof, contained in this Agreement or in any other Financing Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of any Borrower or any other party to any Financing this Agreement to perform its obligations and Liabilities hereunder or thereunder, or be responsible for or have any duty to ascertain or verify the satisfaction of any conditions specified in this Agreement or any other Financing Agreement, except receipt of items required to be delivered to Agent. 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 other Financing Agreement, or to inspect the properties, books or records of each Borrower or its any of any Borrower’s Subsidiaries or Affiliates.

Exculpation of Agent. None of Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), (b) not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein); provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to the Agreement or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law or (bc) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Borrower or Affiliate of any AffiliateBorrower, or any officer thereof, contained in this Agreement or in any other Financing Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of any Borrower or any other party to any Financing this Agreement to perform its obligations and Liabilities hereunder or thereunder, or be responsible for or have any duty to ascertain or verify the satisfaction of any conditions specified in this Agreement or any other Financing Agreement, except receipt of items required to be delivered to Agent. 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 other Financing Agreement, or to inspect the properties, books or records of each Borrower or its any of any Borrower’s Subsidiaries or Affiliates.