Liability and Credit Appraisal. Neither Agent, in its capacity as Agent, nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it or them hereunder, or in connection herewith, except for its or their gross negligence or willful misconduct. The Agent shall not be responsible for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity or enforceability of this Agreement, the Term Notes, the other Loan Instruments, the Project Documents or any other document executed in connection herewith, or be required to make any inquiry concerning the performance or observance by the Borrower of any of the terms, provisions or conditions of this Agreement, the Term Notes, the other Loan Instruments or the Project Documents. Each Term Lender represents and warrants to Agent that it has independently without reliance on the Agent made its own credit investigation and appraisal of Borrower on the basis of such documents and information as it has deemed appropriate and that it has entered into this Agreement on the basis of such independent appraisal, and each Term Lender represents that it will continue to make its own credit appraisal. The Term Lenders agree to indemnify and hold Agent harmless from and against any and all liabilities, damages, penalties, judgments, suits, expenses and other costs of any kind or nature whatsoever imposed on, incurred by or asserted against Agent in respect of its obligations hereunder, except for its gross negligence or willful misconduct.
Liability and Credit Appraisal. Each Lender hereby represents and warrants to the Agents and the Arrangers that it has made its own independent credit investigation and appraisal of Southland and of this limited recourse transaction, and that it has entered into this Agreement on the basis of such independent appraisal and review of such documents and financial statements as it has deemed appropriate. None of the Agents or the Arrangers, nor any of their respective officers, directors, employees or agents, shall be liable to the Lenders for any action taken or omitted by any of such exculpated parties under or in connection with this Agreement or the transactions contemplated hereby, except for its or their own gross negligence or wilful misconduct. None of the Agents or the Arrangers shall be liable for the execution, effectiveness, genuineness, validity or enforceability of this Agreement or any of the Security Documents, or any other documents or certificates furnished in connection with this transaction.
Liability and Credit Appraisal. None of Agent, any Co-Agent or Institutional Agent, in their respective capacities as such, nor any of their respective officers, directors, employees or agents shall be liable for any action taken or omitted by it or them under any Loan Instrument, or in connection therewith, except for its or their gross negligence or willful misconduct. Agent, each Co-Agent and Institutional Agent shall not be responsible for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity or enforceability of the Loan Instruments, the Project Documents, the Bond Documents or any other document executed in connection therewith, or be required to make any inquiry concerning the performance or observance by Borrower of any of the terms, provisions or conditions of the Loan Instruments, the Project Documents or the Bond Documents. Each of the other Secured Parties represents and warrants to Agent, each Co-Agent and Institutional Agent that it has independently and without reliance on Agent, the Co-Agents or Institutional Agent made its own credit investigation and appraisal of Borrower and the transactions contemplated by the Project Documents and the Bond Documents on the basis of such documents and information as it has deemed appropriate and that it has entered into this Agreement on the basis of such independent investigation and appraisal, and each such Secured Party represents that it will continue to make its own investigation and credit appraisal. Each Secured Party agrees to indemnify and hold harmless, ratably according to its Commitment Percentage (but without taking into account the indemnity’s percentage) Agent, each Co-Agent and Institutional Agent from and against any and all liabilities, damages, penalties, judgments, suits, expenses and other costs of any kind or nature whatsoever imposed on, incurred by or asserted against Agent, each Co-Agent and Institutional Agent in respect of its obligations under any Loan Instrument, except for its gross negligence or willful misconduct.
