Common use of Limitation on Responsibilities of Agents Clause in Contracts

Limitation on Responsibilities of Agents. No Agent shall be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by such Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a non-appealable decision). No Agent assumes any responsibility for any failure or delay in performance or any breach by any Loan Party, Lender or other Secured Party of any obligations under the Loan Documents. No Agent makes to Secured Parties any express or implied warranty, representation or guarantee with respect to any Secured Obligations, Collateral, Loan Documents or Loan Party. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Loan Party of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents. Neither Administrative Agent nor Collateral Agent shall be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Secured Party or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Secured Party, such Secured Party hereby agrees to return it).

Limitation on Responsibilities of Agents. No Each Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under SECTION 11.6 hereof against any and all Claims which may be incurred by such Agent by reason of taking or continuing to take any such action. Neither Agent shall be liable to Lenders (or any Secured Party Lender's Participants) for any action taken or omitted to be taken under or in connection with this Agreement or the Loan Documents, other DIP Financing Documents except for losses directly and solely caused by such Agent’s as a result of actual gross negligence or willful misconduct (as determined by a court on the part of competent jurisdiction in a non-appealable decision)such Agent. No Neither Agent assumes any responsibility for any failure or delay in performance or any breach by any Loan Party, Obligor or any Lender or other Secured Party of any its obligations under this Agreement or any of the Loan other DIP Financing Documents. No Neither Agent makes to Secured Parties Lenders, and no Lender makes to either or both Agents or the other Lenders, any express or implied warranty, representation or guarantee with respect to any Secured Obligationsthe Loans, the Collateral, Loan the DIP Financing Documents or Loan Partyany Obligor. No Neither Agent Indemnitee nor any of their respective agents, attorneys or employees shall be responsible to Secured Parties for Lenders, and no Lender nor any of its agents, attorneys or employees shall be responsible to Agents or the other Lenders, for: (i) any recitals, statements, information, representations or warranties contained in any Loan Documentsof the DIP Financing Documents or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution, validity, genuineness, effectiveness or enforceability of any Loan of the DIP Financing Documents; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency, location sufficiency or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Secured Obligations; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party Obligor or Account Debtorany account debtor. No Neither Agent Indemnitee shall have any obligation to any Secured Party Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Loan Party Obligor of any terms of the Loan Documents, duties or agreements of such Obligor under any of the DIP Financing Documents or the satisfaction of any conditions precedent contained in any Loan of the DIP Financing Documents. Neither Administrative Agent nor Collateral Agent Agents may consult with and employ legal counsel, accountants and other experts and shall be liable for entitled to act upon, and shall be fully protected in any application of amounts made by it action taken in good faith andreliance upon, if any advice given by such application is subsequently determined to have been made in error, the sole recourse of any Secured Party or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Secured Party, such Secured Party hereby agrees to return it)experts.

Limitation on Responsibilities of Agents. No Agent shall be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by such Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a non-appealable decision). No Agent assumes any responsibility for any failure or delay in performance or any breach by any Loan Party, Lender or other Secured Party of any obligations under the Loan Documents. No Agent makes to Secured Parties any express or implied warranty, representation or guarantee with respect to any Secured Obligations, Collateral, Loan Documents or Loan Party. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Loan Party of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in 338 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW any Loan Documents. Neither Administrative Agent nor Collateral Agent shall be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Secured Party or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Secured Party, such Secured Party hereby agrees to return it).

Limitation on Responsibilities of Agents. No Agent shall be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by such Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a non-appealable decision)misconduct. No Agent assumes any responsibility for any failure or delay in performance or any breach by any Loan Party, Lender or other Secured Party of any obligations under the Loan Documents. No Agent makes to Secured Parties any express or implied warranty, representation or guarantee with respect to any Secured Obligations, Collateral, Loan Documents or Loan Party. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Loan Party of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents. Neither Administrative Agent nor Collateral Agent shall be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Secured Party or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Secured Party, such Secured Party hereby agrees to return it).

Limitation on Responsibilities of Agents. No Agent shall be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by such Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a non-appealable decision). No Agent assumes any responsibility for any failure or delay in performance or any breach by any Loan Party, Lender or other Secured Party of any obligations under the Loan Documents. No Agent makes to Secured Parties any express or implied warranty, representation or guarantee with respect to any Secured Obligations, Collateral, Loan Documents or Loan Party. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Loan Party of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents. Neither Administrative Agent nor Collateral Agent shall be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Secured Party or other Person to which such amount should have been made shall be to recover the amount from 321 1125931.03I-XXXXX000000000.05E-CHISR01A - MSW the Person that actually received it (and, if such amount was received by any Secured Party, such Secured Party hereby agrees to return it).

Limitation on Responsibilities of Agents. No Each Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under SECTION 11.6 hereof against any and all Claims which may be incurred by such Agent by reason of taking or continuing to take any such action. Neither Agent shall be liable to Lenders (or any Secured Party Lender's Participants) for any action taken or omitted to be taken under or in connection with this Agreement or the Loan Documents, other Financing Agreements except for losses directly and solely caused by such Agent’s as a result of actual gross negligence or willful misconduct (as determined by a court on the part of competent jurisdiction in a non-appealable decision)such Agent. No Neither Agent assumes any responsibility for any failure or delay in performance or any breach by any Loan Party, Obligor or any Lender or other Secured Party of any its obligations under this Agreement or any of the Loan Documentsother Financing Agreements. No Neither Agent makes to Secured Parties Lenders, and no Lender makes to either or both Agents or the other Lenders, any express or implied warranty, representation or guarantee with respect to any Secured Obligationsthe Loans, the Collateral, Loan Documents the Financing Agreements or Loan Partyany Obligor. No Neither Agent Indemnitee nor any of their respective agents, attorneys or employees shall be responsible to Secured Parties for Lenders, and no Lender nor any of its agents, attorneys or employees shall be responsible to Agents or the other Lenders, for: (i) any recitals, statements, information, representations or warranties contained in any Loan Documentsof the Financing Agreements or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution, validity, genuineness, effectiveness or enforceability of any Loan Documentsof the Financing Agreements; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency, location sufficiency or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Secured Obligations; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party Obligor or Account Debtorany account debtor. No Neither Agent Indemnitee shall have any obligation to any Secured Party Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Loan Party Obligor of any terms of the Loan Documents, duties or agreements of such Obligor under any of the Financing Agreements or the satisfaction of any conditions precedent contained in any Loan Documentsof the Financing Agreements. Neither Administrative Agent nor Collateral Agent Agents may consult with and employ legal counsel, accountants and other experts and shall be liable for entitled to act upon, and shall be fully protected in any application of amounts made by it action taken in good faith andreliance upon, if any advice given by such application is subsequently determined to have been made in error, the sole recourse of any Secured Party or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Secured Party, such Secured Party hereby agrees to return it)experts.