Common use of No Implied Duties or Responsibilities Clause in Contracts

No Implied Duties or Responsibilities. (a) In connection with its appointment and acting hereunder, the Collateral Agent shall not be a trustee or be subject to any fiduciary or other implied duties or responsibilities, regardless of whether an Acceleration Event has occurred and is continuing, and none of the Collateral Agent, its agents, or any of their respective affiliates will be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, except that the foregoing provisions of this sentence will not excuse any such person from liability arising out of or resulting from its own gross negligence or willful misconduct or a material breach of this Agreement. Without limiting the generality of the foregoing, the Collateral Agent: (a) shall treat the payee of the Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and B&W and in form satisfactory to the Collateral Agent; (b) may consult with legal counsel of its selection, independent public accountants, and other experts selected by it and will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no representation or warranty to the Secured Party or the Company; (d) will not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of the Note or this Agreement or to inspect the books and records or any other property of B&W, the Company or any of their respective affiliates; and (e) will not be responsible to the Secured Party for the existence, genuineness, or value of the Collateral or for the validity, perfection, priority, or enforceability of any security interest in the Collateral. The Collateral Agent will not be deemed to have knowledge or notice of any Acceleration Event unless and until it has received written notice from the Secured Party referring to this Agreement, describing the Acceleration Event and stating that such notice is a “notice of acceleration event.” (b) The Collateral Agent shall have no duty to make any evaluation or to advise anyone of the suitability or propriety of action or proposed action of the Company or the Secured Party in any particular transaction involving the Collateral. The Collateral Agent shall have no duty or authority to review, question, approve or make inquiries as to any instructions of the Company or, during any Acceleration Event Period, the Secured Party. The Collateral Agent shall not be liable for any loss or diminution of the Collateral by reason of its actions taken in reliance upon an instruction from the Company or, during any Acceleration Event Period, the Secured Party. The Collateral Agent shall have no duty or responsibility to monitor or otherwise investigate the actions or omissions of the Company or the Secured Party. The Collateral Agent shall only be responsible for the performance of such duties as are expressly set forth herein or in instructions of the Company or, during any Acceleration Event Period, the Secured Party which are not contrary to the provisions of this Agreement. In no event shall the Collateral Agent be liable for special, punitive, exemplary, incidental, indirect or consequential damages.

No Implied Duties or Responsibilities. Notwithstanding anything to the contrary in this Agreement: (ai) In connection the Custodian shall have only the duties and responsibilities with its appointment respect to the matters set forth herein as is expressly set forth in writing herein and acting hereunder, the Collateral Agent shall not be deemed to be an agent, bailee or fiduciary for any party hereto; (ii) the Custodian shall be fully protected in acting or refraining from acting in good faith without investigation on any notice (including without limitation a trustee Sole Control Notice), instruction or request purportedly furnished to it by the Company or the Secured Lender in accordance with the terms hereof, in which case the parties hereto agree that the Custodian has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that the Custodian has no knowledge of (and is not required to know) the terms and provisions of the Loan and Security Agreement or any other related documentation or whether any actions by the Secured Lender (including without limitation the sending of a Sole Control Notice), the Company or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith; (iv) the Custodian may conclusively rely on any notice (including, without limitation, a Sole Control Notice), direction, certificate or other document (including, without limitation, facsimile or other electronically transmitted instructions, documents or information) furnished to it hereunder by the Secured Lender; (v) the Custodian shall not be subject liable to any fiduciary or other implied duties or responsibilities, regardless of whether an Acceleration Event has occurred and is continuing, and none of the Collateral Agent, its agents, party hereto or any of their respective affiliates will be liable other person for any action taken or omitted failure to be taken by any of them act under or in connection with this Agreement, Agreement except that to the foregoing provisions of this sentence will not excuse any extent such person from liability arising out of or resulting from conduct constitutes its own gross negligence or willful misconduct or a material breach of this Agreement. Without limiting the generality of the foregoing, the Collateral Agent: gross negligence (a) shall treat the payee of the Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and B&W and in form satisfactory to the Collateral Agent; (b) may consult with legal counsel of its selectionmaximum extent permitted by law, independent public accountants, and other experts selected by it and will not no party hereunder shall under any circumstances be liable for any action taken incidental, indirect, special, consequential or omitted to be taken punitive damages; provided that nothing contained in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no representation or warranty to the Secured Party or this provision shall limit the Company; (d) will not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of the Note or this Agreement or to inspect the books and records or any other property of B&W, the Company or any of their respective affiliates; and (e) will not be responsible to the Secured Party for the existence, genuineness, or value of the Collateral or for the validity, perfection, priority, or enforceability of any security interest in the Collateral. The Collateral Agent will not be deemed to have knowledge or notice of any Acceleration Event unless and until it has received written notice from the Secured Party referring to this Agreement, describing the Acceleration Event and stating that such notice is a “notice of acceleration event.” (b) The Collateral Agent shall have no duty to make any evaluation or to advise anyone of the suitability or propriety of action or proposed action of the Company ’s or the Secured Party Lender’s indemnification obligations set forth in paragraph 9 to the extent such incidental, indirect, special, consequential or punitive damages are included in any particular transaction involving third party claim in connection with which the Collateral. The Collateral Agent shall have no duty or authority Custodian is entitled to review, question, approve or make inquiries as to any instructions of indemnification); (vi) the Company or, during any Acceleration Event Period, the Secured Party. The Collateral Agent Custodian shall not be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or communications facilities, labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings or other matters beyond the Custodian’s reasonable control; and (vii) the Custodian shall be under no obligation to exercise or to honor any loss or diminution of the Collateral rights or powers vested in it by reason of its actions taken in reliance upon an instruction from this Agreement or the Company or, during any Acceleration Event Period, Custody Agreement at the Secured Party. The Collateral Agent shall have no duty request or responsibility to monitor or otherwise investigate the actions or omissions direction of the Company or the Secured Party. The Collateral Agent Lender pursuant to this Agreement unless such Company or Secured Lender shall only be responsible for the performance of such duties as are expressly set forth herein or in instructions of the Company or, during any Acceleration Event Period, the Secured Party which are not contrary have offered to the provisions of this Agreement. In no event shall the Collateral Agent Custodian reasonable security or indemnity against all costs, expenses and liabilities which might reasonably be liable for special, punitive, exemplary, incidental, indirect incurred by it in compliance with such request or consequential damagesdirection.

No Implied Duties or Responsibilities. Notwithstanding anything to the contrary in this Agreement: and except to the extent due to the Custodian’s bad faith, willful misconduct or gross negligence: (a1) In connection the Custodian shall have only the duties and responsibilities with its appointment respect to the matters set forth herein as is expressly set forth in writing herein and acting hereunder, the Collateral Agent shall not be deemed to be a trustee Lender, bailee or fiduciary for any party hereto; (ii) the Custodian shall be subject fully protected in acting or refraining from acting in good faith and in a commercially reasonable manner without investigation on any notice (including without limitation a Sole Control Notice), instruction or request reasonably purportedly furnished to it by the Company or the Lender in accordance with the terms hereof, in which case the parties hereto agree that the Custodian has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that the Custodian has no knowledge of (and is not required to know) the terms and provisions of the Credit Agreement or any other related documentation or whether any actions by the Lender (including without limitation the sending of a Sole Control Notice), the Company or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith, (iv) the Custodian may conclusively rely on any notice (including, without limitation, a Sole Control Notice), direction, certificate or other document (including without limitation, electronically transmitted instructions, documents or information) furnished to it hereunder by the Lender; (v) the Custodian shall not be liable to any fiduciary or other implied duties or responsibilities, regardless of whether an Acceleration Event has occurred and is continuing, and none of the Collateral Agent, its agents, party hereto or any of their respective affiliates will be liable other person for any action taken or omitted failure to be taken by any of them act under or in connection with this Agreement, Agreement except that to the foregoing provisions of this sentence will not excuse any extent such person from liability arising out of or resulting from conduct constitutes its own gross negligence or bad faith, willful misconduct or a material breach of this Agreement. Without limiting the generality of the foregoing, the Collateral Agent: gross negligence (a) shall treat the payee of the Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and B&W and in form satisfactory to the Collateral Agent; (b) may consult with legal counsel of its selectionmaximum extent permitted by law, independent public accountants, and other experts selected by it and will not shall under no circumstances be liable for any action taken incidental, indirect, special, consequential or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or expertspunitive damages); (cvi) makes neither party hereunder shall be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or communications facilities, labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings or other matters beyond the Custodian’s reasonable control; and (vii) the Custodian shall be under no representation or warranty obligation to the Secured Party or the Company; (d) will not have any duty to ascertain exercise or to inquire as to the performance or observance of honor any of the terms, covenants, rights or conditions of the Note or powers vested in it by this Agreement or to inspect the books and records Custody Agreement at the request or any other property of B&W, the Company or any of their respective affiliates; and (e) will not be responsible to the Secured Party for the existence, genuineness, or value of the Collateral or for the validity, perfection, priority, or enforceability of any security interest in the Collateral. The Collateral Agent will not be deemed to have knowledge or notice of any Acceleration Event unless and until it has received written notice from the Secured Party referring to this Agreement, describing the Acceleration Event and stating that such notice is a “notice of acceleration event.” (b) The Collateral Agent shall have no duty to make any evaluation or to advise anyone of the suitability or propriety of action or proposed action direction of the Company or the Secured Party in any particular transaction involving the Collateral. The Collateral Agent Lender pursuant to this Agreement unless such Company or Lender shall have no duty or authority to review, question, approve or make inquiries as to any instructions of the Company or, during any Acceleration Event Period, the Secured Party. The Collateral Agent shall not be liable for any loss or diminution of the Collateral by reason of its actions taken in reliance upon an instruction from the Company or, during any Acceleration Event Period, the Secured Party. The Collateral Agent shall have no duty or responsibility to monitor or otherwise investigate the actions or omissions of the Company or the Secured Party. The Collateral Agent shall only be responsible for the performance of such duties as are expressly set forth herein or in instructions of the Company or, during any Acceleration Event Period, the Secured Party which are not contrary offered to the provisions of this Agreement. In no event shall the Collateral Agent be liable for special, punitive, exemplary, incidental, indirect Custodian reasonable security or consequential damagesindemnity against all reasonable costs and expenses and liabilities actually incurred by it in compliance with such request or direction.

No Implied Duties or Responsibilities. Notwithstanding anything to the contrary in this Agreement: (ai) In connection the Custodian shall have only the duties and responsibilities with its appointment respect to the matters set forth herein as is expressly set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto except to the extent that the Custodian shall be an agent for purposes of perfection as set forth in paragraph 3 hereto; (ii) the Custodian shall be fully protected in acting hereunderor refraining from acting in good faith without investigation on any notice (including without limitation a Sole Control Notice), instruction or request purportedly furnished to it by the Company or the Collateral Agent in accordance with the terms hereof, in which case the parties hereto agree that the Custodian has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that the Custodian shall have no knowledge of (and is not required to know) the terms and provisions of the Senior Credit Agreement or the Guarantee and Security Agreement or any other related documentation or whether any actions by the Collateral Agent (including without limitation the sending of a Sole Control Notice), the Company or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith, (iv) the Custodian may conclusively rely on any notice (including, without limitation, a Sole Control Notice), direction, certificate or other document (including, without limitation, facsimile or other electronically transmitted instructions, documents or information) furnished to it hereunder by the Collateral Agent; (v) the Custodian shall not be a trustee or be subject liable to any fiduciary or other implied duties or responsibilities, regardless of whether an Acceleration Event has occurred and is continuing, and none of the Collateral Agent, its agents, party hereto or any of their respective affiliates will be liable other person for any action taken or omitted failure to be taken by any of them act under or in connection with this Agreement, Agreement except that to the foregoing provisions of this sentence will not excuse any extent such person from liability arising out of or resulting from conduct constitutes its own gross negligence or willful misconduct or a material gross negligence in breach of its obligations under this Agreement. Without limiting the generality of the foregoing, the Collateral Agent: Agreement (a) shall treat the payee of the Note as the holder thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee and B&W and in form satisfactory to the Collateral Agent; (b) may consult with legal counsel of its selectionmaximum extent permitted by law, independent public accountants, and other experts selected by it and will not shall under no circumstances be liable for any action taken incidental, indirect, special, consequential or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no representation or warranty to the Secured Party or the Company; (d) will not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of the Note or this Agreement or to inspect the books and records or any other property of B&W, the Company or any of their respective affiliatespunitive damages); and (evi) will not be responsible to the Secured Party for the existence, genuineness, or value of the Collateral or for the validity, perfection, priority, or enforceability of any security interest in the Collateral. The Collateral Agent will not be deemed to have knowledge or notice of any Acceleration Event unless and until it has received written notice from the Secured Party referring to this Agreement, describing the Acceleration Event and stating that such notice is a “notice of acceleration event.” (b) The Collateral Agent shall have no duty to make any evaluation or to advise anyone of the suitability or propriety of action or proposed action of the Company or the Secured Party in any particular transaction involving the Collateral. The Collateral Agent shall have no duty or authority to review, question, approve or make inquiries as to any instructions of the Company or, during any Acceleration Event Period, the Secured Party. The Collateral Agent Custodian shall not be liable for any loss losses or diminution delays caused by force majeure, interruption or malfunction of the Collateral by reason of its actions taken in reliance upon an instruction from the Company orcomputer, during any Acceleration Event Periodtransmission or communications facilities, labor difficulties, court order or decree, the Secured Party. The Collateral Agent shall have no duty commencement of bankruptcy or responsibility to monitor other similar proceedings or otherwise investigate other matters beyond the actions or omissions of the Company or the Secured Party. The Collateral Agent shall only be responsible for the performance of such duties as are expressly set forth herein or in instructions of the Company or, during any Acceleration Event Period, the Secured Party which are not contrary to the provisions of this Agreement. In no event shall the Collateral Agent be liable for special, punitive, exemplary, incidental, indirect or consequential damagesCustodian’s reasonable control.