Common use of Rights, Exculpation, Etc Clause in Contracts

Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or Resources. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or Resources, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent Bank, any Affiliate of Agent Bank, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact attorneys or affiliates consultants, shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it them hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by except that Agent Bank shall be liable for its or their gross negligence or willful misconduct. The In the absence of gross negligence or willful misconduct, Agent Bank shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 9.04, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled. Agent Bank shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, collectibility or sufficiency of this Agreement Credit Agreement, any of the Security Documentation or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby; or for the financial condition of PPL, Finance Co. the Borrowers or Resourcesany of their Affiliates. The Agent Bank shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. the Borrowers or Resourcesany of their Affiliates, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or Resources. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or Resources, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact employees or affiliates shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Administrative Agent shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or any other document or the financial condition of PPL, Finance Co. or Resourcesthe Borrowers. The Administrative Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or any other document or the financial condition of PPL, Finance Co. or Resourcesthe Borrowers, or the existence or possible existence of any Unmatured Event of Default or Event of DefaultDefault unless requested to do so by the Required Lenders. The Administrative Agent may at any time request instructions from the Banks Lenders with respect to any actions or approvals (including the failure to act or approve) which by the terms of this Agreement or any of the Loan Documents the Administrative Agent is permitted or required to take or to grant, and if such instructions are requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks Lenders or all BanksLenders, as requiredapplicable. Without limiting the foregoing, no Bank Lender shall have any right of action whatsoever against the Administrative Agent as a result of the either Administrative Agent acting or refraining from acting hereunder or approving under any of the Loan Documents in accordance with the instructions of the Required Banks or Lenders or, to the extent required by Section 12.1, all Banks, as requiredof the Lenders.

Rights, Exculpation, Etc. Neither the Agent Bank, any Affiliate of Agent Bank, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact attorneys or affiliates consultants, shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it them hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by except that Agent Bank shall be liable for its or their gross negligence or willful misconduct. The In the absence of gross negligence or willful misconduct, Agent Bank shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 9.04, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled. Agent Bank shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, collectibility or sufficiency of this Agreement Credit Agreement, any of the Security Documentation or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby; or for the financial condition of PPL, Finance Co. the Borrower or Resourcesany of its Affiliates. The Agent Bank shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or any of the Loan Documents or the financial condition of PPLthe Borrower, Finance Co. Guarantor or Resourcesany of their Affiliates, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent nor any of its ------------------------- officers, directors, employees, agents, attorneys-in-fact or affiliates shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or ResourcesParent. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or ResourcesParent, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact employees or affiliates agents shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank for the negligence or misconduct of any agents or attorneys-in-fact selected by the Agent with reasonable care. The Agent shall not be responsible to the Fronting any Bank for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPLthe Company, Finance Co. or Resourcesits Subsidiaries and affiliates. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPLthe Company, Finance Co. any Subsidiary or Resources, affiliate or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all of the Banks, as requiredmay be required hereunder. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent Bank, any Affiliate of Agent Bank, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact attorneys or affiliates consultants, shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it them hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by except that Agent Bank shall be liable for its or their gross negligence or willful misconduct. The In the absence of gross negligence or willful misconduct, Agent Bank shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 10.04, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled. Agent Bank shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, collectibility or sufficiency of this Agreement Credit Agreement, any of the Security Documentation or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby; or for the financial condition of PPL, Finance Co. the Borrower or Resourcesany of its Affiliates. The Agent Bank shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or any of the Loan Documents or the financial condition of PPLthe Borrower, Finance Co. Guarantors or Resourcesany of their Affiliates, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent nor any of its officers, ------------------------------ directors, employees, agents, attorneys-in-fact or affiliates shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or ResourcesParent. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or ResourcesParent, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent Bank, any Affiliate of Agent Bank, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact attorneys or affiliates consultants, shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it them hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by except that Agent Bank shall be liable for its or their gross negligence or willful misconduct. The In the absence of gross negligence or willful misconduct, Agent Bank shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 10.04, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled. Agent Bank shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, collectibility or sufficiency of this Agreement Credit Agreement, any of the Security Documentation or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby; or for the financial condition of PPL, Finance Co. the Borrowers or Resourcesany of their Affiliates. The Agent Bank shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. the Borrowers or Resourcesany of their Affiliates, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent Bank, any Affiliate of Agent Bank, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact attorneys or affiliates consultants, shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it them hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by except that Agent Bank shall be liable for its or their gross negligence or willful misconduct. The In the absence of gross negligence or willful misconduct, Agent Bank shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 10.04, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled. Agent Bank shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, collectibility or sufficiency of this Agreement Credit Agreement, any of the Security Documentation or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby; or for the financial condition of PPL, Finance Co. the Borrower or Resourcesany of it Affiliates. The Agent Bank shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. the Borrower or Resourcesany of its Affiliates, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent nor any of its ------------------------ officers, directors, employees, agents, attorneys-in-fact or affiliates shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or Resources. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or Resources, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact representatives or affiliates agents shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documentshereunder, or in connection herewith or therewithherewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of other agreement relating to the Loan Documents transactions contemplated hereby or the financial condition of PPL, Finance Co. the Company or Resourcesany Guarantor. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. the Company or Resources, any Guarantor or the existence or possible existence of any Default noncompliance or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Requisite Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder under this Agreement, the Notes, the Guaranties, or under any of the Loan Documents Pledge Agreement in accordance with the instructions terms of the Required Banks or all Banks, as requiredthis Agreement.

Rights, Exculpation, Etc. Neither the Agent nor any of its officers, ------------------------ directors, employees, agents, attorneys-in-fact or affiliates shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. Borrower or ResourcesParent. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. Borrower or ResourcesParent, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact employees or affiliates agents shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank for any recitals, statements, representations or warranties herein or for the executionexecution (by any party other than the Agent), effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or Resourcesany Borrower. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement Agreement, any of the Notes or any of the other Loan Documents or the financial condition of PPL, Finance Co. or Resourcesany Borrower, or the existence or possible existence of any Default or Unmatured Guarantor Event of Default, Guarantor Event of Default, Unmatured Borrower Event of Default or Borrower Event of Default unless requested to do so by the Required Banks. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent Bank, any Affiliate of Agent Bank, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact attorneys or affiliates consultants, shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it them hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by except that Agent Bank shall be liable for its or their gross negligence or willful misconduct. The In the absence of gross negligence or willful misconduct, Agent Bank shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 9.04, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled. Agent Bank shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, collectibility or sufficiency of this Agreement Credit Agreement, any of the Security Documentation or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby; or for the financial condition of PPLthe Borrowers, Finance Co. Guarantor or Resourcesany of their Affiliates. The Agent Bank shall not be required to make any inquiry concerning either the performance or observance of any of the 85 terms, provisions or conditions of this Credit Agreement or any of the Loan Documents or the financial condition of PPLthe Borrowers, Finance Co. Guarantor or Resourcesany of their Affiliates, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the The Agent nor and any of its the officers, directors, employees, agents, attorneys-in-fact employees or affiliates agents of the Agent shall not be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it them hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the financial condition of PPL, Finance Co. the Company and its Subsidiaries or Resourcesof the German Borrower. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the other Loan Documents or the financial condition of PPL, Finance Co. the Company or Resourcesany of its Subsidiaries or of the German Borrower, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks Lenders with respect to any actions or approvals which by the terms of this Agreement or any of the other Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the other Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as requiredRequisite Lenders. Without limiting the foregoing, no Bank Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the other Loan Documents in accordance with the instructions of the Required Banks or all Banks, as requiredRequisite Lenders.

Rights, Exculpation, Etc. Neither the Agent nor any of its ------------------------- officers, directors, employees, agents, attorneys-in-fact or affiliates shall be liable to any Bank or to the Fronting Bank for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall not be responsible to any Bank or to the Fronting Bank for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or Resources. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. or Resources, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Agent Bank, any Affiliate of Agent Bank, nor any of its their respective officers, directors, employees, agents, attorneys-in-fact attorneys or affiliates consultants, shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it them hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by except that Agent Bank shall be liable for its or their gross negligence or willful misconduct. The In the absence of gross negligence or willful misconduct, Agent Bank shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 9.04, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled. Agent Bank shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, collectibility or sufficiency of this Agreement Credit Agreement, any of the Security Documentation or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby; or for the financial condition of PPLthe Borrowers, Finance Co. Guarantor or Resourcesany of their Affiliates. The Agent Bank shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Credit Agreement or any of the Loan Documents or the financial condition of PPLthe Borrowers, Finance Co. Guarantor or Resourcesany of their Affiliates, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Banks with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks or all Banks, as required. Without limiting the foregoing, no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as required.

Rights, Exculpation, Etc. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact employees or affiliates shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Administrative Agent shall not be responsible to any Bank or to the Fronting Bank Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement or any of the Loan Documents or any other document or the financial condition of PPL, Finance Co. or ResourcesBorrower. The Administrative Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or any other document or the financial condition of PPL, Finance Co. or ResourcesBorrower, or the existence or possible existence of any Unmatured Event of Default or Event of DefaultDefault unless requested to do so by the Required Lenders. The Administrative Agent may at any time request instructions from the Banks Lenders with respect to any actions or approvals (including the failure to act or approve) which by the terms of this Agreement or any of the Loan Documents the Administrative Agent is permitted or required to take or to grant, and if such instructions are requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks Lenders or all BanksLenders, as requiredapplicable. Without limiting the foregoing, no Bank Lender shall have any right of action whatsoever against the Administrative Agent as a result of the either Administrative Agent acting or refraining from acting hereunder or approving under any of the Loan Documents in accordance with the instructions of the Required Banks or Lenders or, to the extent required by Section 12.1, all Banks, as requiredof the Lenders.

Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact employees or affiliates agents shall be liable to any Bank or to the Fronting Bank Lender for any action taken or omitted by it hereunder or under any of the Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Neither the Agent nor any of its officers, directors, employees or agents shall not be responsible to any Bank Lender for or have any duty to the Fronting Bank for ascertain, inquire into, or verify (i) any recitals, statements, representations or warranties herein made in connection with any Loan Document or for any Borrowing hereunder, (ii) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender, (iii) the satisfaction of any condition specified in Article VI, except receipt of items required to be delivered to the Agent, or (iv) the execution, effectiveness, genuineness, validity, enforceability, collectibility, collectability or sufficiency of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. the Borrower or Resourcesany of its Subsidiaries. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of PPL, Finance Co. the Borrower or Resourcesany of its Subsidiaries, or the existence or possible existence of any Unmatured Event of Default or Event of DefaultDefault unless requested to do so by the Required Lenders. The Agent shall have no duty to disclose to the Co-Agents or the Lenders information that is not required to be furnished by the Borrower to the Agent at such time, but is voluntarily furnished by the Borrower to the Agent (either in its capacity as Agent or in its individual capacity). The Agent may at any time request instructions from the Banks Lenders with respect to any actions or approvals which by the terms of this Agreement or any of the Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under this Agreement or any of the Loan Documents until it shall have received such instructions from the Required Banks Lenders. Any such instructions and any action taken or failure to act pursuant thereto shall be binding on all Banks, as requiredof the Lenders. Without limiting the foregoing, no Bank Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any of the Loan Documents in accordance with the instructions of the Required Banks or all Banks, as requiredLenders. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders.