Common use of Limitation of Duties Clause in Contracts

Limitation of Duties. (a) The Administrative Agent (which term as used in this sentence shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents) shall not (i) have any duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary with respect to, the Pledgor or any other Person; (ii) be responsible to the Pledgor for any recitals, statements, representations or warranties contained in any notice or report, or in any other certificate or other document referred to or provided for in, or received by it under, the Credit Agreement, this Agreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Credit Agreement, this Agreement or any other Credit Document or for any failure by any Person to perform any of its obligations hereunder or thereunder, except for its own bad faith breach of any of its obligations under this Agreement or any other Credit Document, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision); (iii) be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) be responsible for any action taken or omitted to be taken by it under the Credit Agreement, this Agreement or any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own bad faith breach of any of its obligations under this Agreement or any other Credit Document, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) In no event shall the Administrative Agent be liable for indirect, special, punitive or consequential damages of any kind whatsoever (including lost profits and lost business opportunity) even if it is advised of the possibility of such damages and regardless of the form of action in which any such damages may be claimed. (c) In no event shall the Administrative Agent be responsible for, or have any liability with respect to, any losses due to forces beyond its reasonable control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or act of God, and interruptions, loss or malfunction of utilities, communications or computer (software or hardware) services. (d) The Administrative Agent shall not have any liability for the acts or omissions of any Securities Intermediary (including DTC or any Federal Reserve Bank). (e) The Administrative Agent shall not have any liability with respect to information received from third parties, including pricing information services.

Limitation of Duties. (a) The Administrative Neither the Collateral Agent nor the Custodian (which term as used in this sentence shall include reference to its their Affiliates and its their own and its their Affiliates’ officers, directors, employees and agents) shall not (i) have any duties or responsibilities except those expressly set forth in this Agreement (and in the Account Control Agreement, in the case of the Custodian) and shall not by reason of this Agreement be a trustee for, or a fiduciary with respect to, the Pledgor any Grantor or any other Person; (ii) be responsible to the Pledgor any Grantor for any recitals, statements, representations or warranties contained in any notice or report, or in any other certificate or other document referred to or provided for in, or received by it under, the Credit Agreement, this Agreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Credit Agreement, this Agreement or any other Credit Document or for any failure by any Person to perform any of its obligations hereunder or thereunder, except for its own bad faith breach of any of its obligations under this Agreement or any other Credit Document, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision); (iii) be required to initiate or conduct any litigation or collection proceedings hereunder; (iv) take any action pursuant to Sections 4.03(f), 7.01(a) or (b), or 8.02 except as instructed by the Administrative Agent; and (ivv) be responsible for any action taken or omitted to be taken by it under the Credit Agreement, this Agreement or any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own bad faith breach of any of its obligations under this Agreement or any other Credit Document, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) In no event shall the Collateral Agent, the Custodian or the Administrative Agent be liable for indirect, special, punitive special or consequential damages of any kind whatsoever (including lost profits and lost business opportunity) even if it is advised of the possibility of such damages and regardless of the form of action in which any such damages may be claimed. (c) In no event shall the Collateral Agent, the Custodian or the Administrative Agent be responsible for, or have any liability with respect to, any losses due to forces beyond its reasonable control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or act of God, and interruptions, loss or malfunction of utilities, communications or computer (software or hardware) services. (d) The Administrative Neither the Custodian nor the Collateral Agent shall not have any liability for the acts or omissions of any Securities Intermediary (including DTC or any Federal Reserve Bank)) or Deposit Account Bank in which any Collateral is held, except for its negligence in retaining or maintaining any such Securities Intermediary (other than DTC or any Federal Reserve Bank) or Deposit Account Bank. (e) The Administrative Neither the Custodian nor the Collateral Agent shall not have any liability with respect to information received from third parties, including pricing information services.

Limitation of Duties. (a) The Administrative Neither the Collateral Agent nor the Custodian (which term as used in this sentence shall include reference to its their Affiliates and its their own and its their Affiliates’ officers, directors, employees and agents) shall not (i) have any duties or responsibilities except those expressly set forth in this Agreement (and in the Account Control Agreement, in the case of the Custodian) and shall not by reason of this Agreement be a trustee for, or a fiduciary with respect to, the Pledgor any Grantor or any other Person; (ii) be responsible to the Pledgor any Grantor for any recitals, statements, representations or warranties contained in any notice or report, or in any other certificate or other document referred to or provided for in, or received by it under, the Credit Agreement, this Agreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Credit Agreement, this Back to Contents Agreement or any other Credit Document or for any failure by any Person to perform any of its obligations hereunder or thereunder, except for its own bad faith breach of any of its obligations under this Agreement or any other Credit Document, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision); (iii) be required to initiate or conduct any litigation or collection proceedings hereunder; (iv) take any action pursuant to Sections 4.03(f), 7.01(a) or (b), or 8.02 except as instructed by the Administrative Agent; and (ivv) be responsible for any action taken or omitted to be taken by it under the Credit Agreement, this Agreement or any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own bad faith breach of any of its obligations under this Agreement or any other Credit Document, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) In no event shall the Collateral Agent, the Custodian or the Administrative Agent be liable for indirect, special, punitive special or consequential damages of any kind whatsoever (including lost profits and lost business opportunity) even if it is advised of the possibility of such damages and regardless of the form of action in which any such damages may be claimed. (c) In no event shall the Collateral Agent, the Custodian or the Administrative Agent be responsible for, or have any liability with respect to, any losses due to forces beyond its reasonable control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or act of God, and interruptions, loss or malfunction of utilities, communications or computer (software or hardware) services. (d) The Administrative Neither the Custodian nor the Collateral Agent shall not have any liability for the acts or omissions of any Securities Intermediary (including DTC or any Federal Reserve Bank)) or Deposit Account Bank in which any Collateral is held, except for its negligence in retaining or maintaining any such Securities Intermediary (other than DTC or any Federal Reserve Bank) or Deposit Account Bank. (e) The Administrative Neither the Custodian nor the Collateral Agent shall not have any liability with respect to information received from third parties, including pricing information services.

Limitation of Duties. (a) The Administrative powers conferred on the Collateral Agent (under this Agreement with respect to the Collateral shall not impose any duty upon it, except as explicitly set forth herein, to exercise any such powers. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which term as used in this sentence shall include reference to its Affiliates and it accords its own and its Affiliates’ officers, directors, employees and agents) shall not (i) have any duties or responsibilities except those expressly set forth in this Agreement property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral resulting from any such treatment other than any such diminution or loss caused solely by reason the Collateral Agent’s willful misconduct or gross negligence. The Collateral Agent shall have no duty, unless directed by the Administrative Agent, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of this Agreement be a trustee forsuch matters, or a fiduciary with respect to, as to the Pledgor taking of any necessary steps to preserve or perfect rights against any parties or any other Person; rights pertaining to any Collateral. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of any Grantor or Lessee. In no event shall the Collateral Agent or the Account Bank be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (ii) including but not limited to loss of profit), even if the Collateral Agent or the Account Bank has been advised as to the likelihood of such loss or damage and regardless of the form of action. Neither of the Collateral Agent nor the Account Bank shall be responsible to the Pledgor for any recitals, statements, representations or warranties contained in any notice or report, or in any other certificate or other document referred to or provided for in, or received by it under, the Credit Agreement, this Agreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Credit Agreement, this Agreement or any other Credit Document or liable for any failure by any Person to perform any of its obligations hereunder or thereunder, except for its own bad faith breach of any delay in the performance of its obligations under this Agreement arising out of or any other Credit Documentcaused, gross negligence directly or willful misconduct (as determined indirectly, by a court of competent jurisdiction in a final and non-appealable decision); (iii) be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) be responsible for any action taken or omitted to be taken by it under the Credit Agreement, this Agreement or any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own bad faith breach of any of its obligations under this Agreement or any other Credit Document, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) In no event shall the Administrative Agent be liable for indirect, special, punitive or consequential damages of any kind whatsoever (including lost profits and lost business opportunity) even if it is advised of the possibility of such damages and regardless of the form of action in which any such damages may be claimed. (c) In no event shall the Administrative Agent be responsible for, or have any liability with respect to, any losses due to forces circumstances beyond its reasonable control, including including, without limitation, strikes, work stoppages, any provision of any law or regulation or any act of any governmental authority; acts of war or God; earthquakes; fire; flood; terrorism, insurrection, revolution, nuclear or natural catastrophes or act of God, ; wars and interruptions, other military disturbances; sabotage; epidemics; riots; loss or malfunction malfunctions of utilities, communications or computer (software hardware or hardwaresoftware) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. (d) The Administrative Agent shall not have any liability for the acts or omissions of any Securities Intermediary (including DTC or any Federal Reserve Bank). (e) The Administrative Agent shall not have any liability with respect to information received from third parties, including pricing information services.

Limitation of Duties. (a) The Administrative Neither the Collateral Agent nor the Custodian (which term as used in this sentence shall include reference to its their Affiliates and its their own and its their Affiliates’ officers, directors, employees and agents) shall not (i) have any duties or responsibilities except those expressly set forth in this Agreement (and in the Account Control Agreement and the Custody Agreement, in the case of the Custodian) and shall not by reason of this Agreement be a trustee for, or a fiduciary with respect to, the Pledgor any Grantor or any other Person; (ii) be responsible to the Pledgor any Grantor for any recitals, statements, representations or warranties contained in any notice or report, or in any other certificate or other document referred to or provided for in, or received by it under, the Credit Agreement, this Agreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Credit Agreement, this Agreement or any other Credit Document or for any failure by any Person to perform any of its obligations hereunder or thereunder, except for its own bad faith breach of any of its obligations under this Agreement or any other Credit Document, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision); (iii) be required to initiate or conduct any litigation or collection proceedings hereunder; (iv) take any action pursuant to Sections 4.03(f), 7.01(a) or (b), or 8.02 except as instructed by the Administrative Agent; and (ivv) be responsible for any action taken or omitted to be taken by it under the Credit Agreement, this Agreement or any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own bad faith breach of any of its obligations under this Agreement or any other Credit Document, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) In no event shall the Collateral Agent, the Custodian or the Administrative Agent be liable for indirect, special, punitive special or consequential damages of any kind whatsoever (including lost profits and lost business opportunity) even if it is advised of the possibility of such damages and regardless of the form of action in which any such damages may be claimed. (c) In no event shall the Collateral Agent, the Custodian or the Administrative Agent be responsible for, or have any liability with respect to, any losses due to forces beyond its reasonable control, including without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or act of God, and interruptions, loss or malfunction of utilities, communications or computer (software or hardware) services. (d) The Administrative Neither the Custodian nor the Collateral Agent shall not have any liability for the acts or omissions of any Securities Intermediary (including DTC or any Federal Reserve Bank)) or Deposit Account Bank in which any Collateral is held, except for its negligence in retaining or maintaining any such Securities Intermediary (other than DTC or any Federal Reserve Bank) or Deposit Account Bank. (e) The Administrative Neither the Custodian nor the Collateral Agent shall not have any liability with respect to information received from third parties, including pricing information services.