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.”

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 punitive damages); (vi) 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 obligation to be taken exercise or to honor any of the rights or powers vested in good faith it by this Agreement or the Custody Agreement at the request or direction of the Company or Lender pursuant to this Agreement unless such Company or Lender shall have offered to the Custodian reasonable security or indemnity against all reasonable costs and expenses and liabilities actually incurred by it in accordance compliance with the advice of such counsel, accountants, request 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 eventdirection.”

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 Agentmaximum extent permitted by law, no party hereunder shall under any circumstances be liable for any incidental, indirect, special, consequential or punitive damages; provided that nothing contained in this provision shall limit the Company’s or the Secured Lender’s indemnification obligations set forth in paragraph 9 to the extent such incidental, indirect, special, consequential or punitive damages are included in any third party claim in connection with which the Custodian is entitled to indemnification); (bvi) may consult with legal counsel of its selection, independent public accountants, and other experts selected by it and will the 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 action taken of the rights or omitted powers vested in it by this Agreement or the Custody Agreement at the request or direction of the Company or Secured Lender pursuant to this Agreement unless such Company or Secured Lender shall have offered to the Custodian reasonable security or indemnity against all costs, expenses and liabilities which might reasonably be taken in good faith incurred by it in accordance compliance with the advice of such counsel, accountants, request 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 eventdirection.”

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 Agentmaximum extent permitted by law, shall under no circumstances be liable for any incidental, indirect, special, consequential or punitive damages); and (bvi) may consult with legal counsel of its selection, independent public accountants, and other experts selected by it and will the Custodian shall not be liable for any action taken losses or omitted to be taken in good faith delays caused by it in accordance with the advice force majeure, interruption or malfunction of such counselcomputer, accountantstransmission or communications facilities, labor difficulties, court order 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&Wdecree, the Company commencement of bankruptcy or any of their respective affiliates; and (e) will not be responsible to other similar proceedings or other matters beyond 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 eventCustodian’s reasonable control.”