Common use of Limitation on Duties Clause in Contracts

Limitation on Duties. (a) The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any other Collateral Document, and no implied covenants or obligations shall be read into any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to Section 2.2, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from any Administrative Agent or the Lenders with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction. (b) The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent's interest in the Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the applicable Administrative Agent, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Limitation on Duties. (a) The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any other Collateral Document, and no implied covenants or obligations shall be read into any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to Section 2.2, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from any Administrative Agent Representative or the Lenders Required Secured Parties with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction. (b) The Collateral Agent's ’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent's ’s interest in the Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the applicable Administrative AgentRepresentative, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Limitation on Duties. (a) The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any other Collateral Document, and no implied covenants or obligations shall be read into any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to Section 2.2, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from any Administrative Agent or the Lenders with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction. (b) The Collateral Agent's ’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent's ’s interest in the Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the applicable Administrative Agent, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Limitation on Duties. No Member (aacting in the capacity as a Manager, a Member or a Person designating Board Representatives) The Collateral Agent shall be obliged owe a fiduciary or other duty to perform only such duties as any other Member, the Company or a Subsidiary Entity. Duties imposed by law or otherwise are specifically waived to the fullest extent permitted by the Act. To the extent that anything set forth in this Agreement Article VII or any other Collateral Documentprovision of this Agreement restricts the duties and liabilities of Manager or a Member otherwise existing at law or in equity, the Members agree that the terms of this Article VII and no implied covenants the other provisions of this Agreement replace such other duties and liabilities of Manager or obligations such Person. Unless another standard of review or conduct is imposed hereunder (such as reasonableness or diligent efforts), Manager and each Member shall be read into any Collateral Document against the Collateral Agent. The Collateral Agent shallpermitted to act in its sole and absolute discretion when making a proposal, upon receipt of any written direction pursuant to Section 2.2recommendation, exercise the rights and powers vested in it by any Collateral Document with respect to such directiondetermination, and the Collateral Agent shall not be liable calculation, offer or election with respect to any action taken matters, when providing authorization to proceed in any manner, when directing parties to omit from taking certain actions and when consenting to, approving or omitted in accordance with disapproving any matters. Such Person shall be entitled to consider only such direction. If interests and factors as it desires, including its own self-interests, and shall, to the Collateral Agent shall seek directions from fullest extent permitted by applicable law, have no duty or obligation to give any Administrative Agent or the Lenders with respect consideration to any action under interest of or factors affecting the Company, a Subsidiary Entity or any Collateral Documentother Member. Neither Manager nor a Member, in any way, guarantees a profit for the Collateral Agent shall not be required to take, or refrain Members from taking, such action until it shall have received such direction. (b) The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation operations of the Collateral in its possession Company or a Subsidiary Entity or from a Proposed Project or a Proposed Competitive Project. Neither Manager nor a Member shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent's interest in the Collateral liable (for itself and for the benefit of the Secured PartiesA) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the applicable Administrative Agent, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or omission if the Board’s approval is required under Section 5.2 but not given after such approval is requested, or (B) for the failure to act hereunder, except for its own gross negligence or willful misconductdue to insufficient funds (provided that the insufficient funds is not due to such Member’s failure to contribute Mandatory Capital).

Limitation on Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) The Collateral the Administrative Agent shall not be obliged subject to perform only such duties as are specifically set forth in this Agreement any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any other Collateral Documentduty to take any discretionary action or exercise any discretionary powers, and no implied covenants or obligations shall be read into any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to Section 2.2, exercise the except discretionary rights and powers vested expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in it writing by any Collateral Document with respect to such directionthe Required Lenders, and (c) except as expressly set forth herein and in the Collateral other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable with respect to for any action taken or omitted in accordance not taken by it with such direction. If the Collateral Agent shall seek directions from any Administrative Agent consent or at the Lenders with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction. (b) The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation request of the Collateral in its possession shall be to deal with it Required Lenders or in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent's interest in the Collateral (for itself and for the benefit absence of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the applicable Administrative Agent, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Limitation on Duties. The Facility Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any other Collateral Document, and no implied covenants or obligations shall be read into any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to Section 2.2, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Facility Agent shall not be liable with respect subject to any action taken fiduciary or omitted in accordance with such direction. If other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agent shall seek directions from any Administrative Agent or the Lenders with respect to any action under any Collateral Document, the Collateral Facility Agent shall not be have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Facility Agent is required to take, exercise in writing as directed by the Required Lenders (or refrain from taking, such action until it shall have received such direction. (b) The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation other number or percentage of the Collateral in its possession Required Lenders as shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and necessary under the Collateral Documents are solely to protect the Collateral Agent's interest circumstances as provided in the Collateral Section 9.02, and (for itself and for the benefit of the Secured Partiesc) and, except as expressly set forth herein, the Facility Agent shall not impose have any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the applicable Administrative Agentdisclose, and neither shall not be liable for the Collateral Agent nor failure to disclose, any information relating to the Borrower or any of its officers, directors, employees Subsidiaries that is communicated to or agents obtained by the bank serving as Facility Agent or any of its Affiliates in any capacity. The Facility Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be responsible to any Secured Party necessary under the circumstances as provided in Section 9.02) or any Loan Party for any act or failure to act hereunder, except for in the absence of its own gross negligence or willful wilful misconduct. The Facility Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Facility Agent by the Borrower or a Lender, and the Facility Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Facility Agent.