RECEIVED NOTICE TO THE CONTRARY IN ITS CAPACITY AS SECURITY AGENT) THAT ALL
INSTRUCTIONS GIVEN TO IT BY THE COFACE AGENT, IF REQUIRED TO BE APPROVED BY THE
MAJORITY LENDERS, HAVE BEEN SO APPROVED.
28.9
RESPONSIBILITY FOR DOCUMENTATION
None of the COFACE Agent, the Security Agent nor a Mandated Lead Arranger:
(A)
IS RESPONSIBLE FOR THE ADEQUACY, ACCURACY
AND/OR COMPLETENESS OF ANY INFORMATION (WHETHER ORAL OR WRITTEN) SUPPLIED BY THE
COFACE AGENT, THE SECURITY AGENT, A MANDATED LEAD ARRANGER, THE BORROWER OR ANY
OTHER PERSON GIVEN IN OR IN CONNECTION WITH ANY FINANCE DOCUMENT; OR
(B)
IS RESPONSIBLE FOR THE LEGALITY, VALIDITY,
EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY FINANCE DOCUMENT OR ANY OTHER
AGREEMENT, ARRANGEMENT OR DOCUMENT ENTERED INTO, MADE OR EXECUTED IN
ANTICIPATION OF OR IN CONNECTION WITH ANY FINANCE DOCUMENT.
28.10
EXCLUSION OF LIABILITY
(A)
WITHOUT LIMITING PARAGRAPH (B), NEITHER THE
COFACE AGENT NOR THE SECURITY AGENT WILL BE LIABLE (INCLUDING, WITHOUT
LIMITATION, FOR NEGLIGENCE OR ANY OTHER CATEGORY OF LIABILITY WHATSOEVER) FOR
ANY ACTION TAKEN BY IT UNDER OR IN CONNECTION WITH ANY TRANSACTION DOCUMENT,
UNLESS DIRECTLY CAUSED BY ITS GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
(B)
NO PARTY (OTHER THAN THE COFACE AGENT OR THE
SECURITY AGENT) MAY TAKE ANY PROCEEDINGS AGAINST ANY OFFICER, EMPLOYEE OR AGENT
OF THE COFACE AGENT OR THE SECURITY AGENT IN RESPECT OF ANY CLAIM IT MIGHT HAVE
AGAINST THE COFACE AGENT OR THE SECURITY AGENT OR IN RESPECT OF ANY ACT OR
OMISSION OF ANY KIND BY THAT OFFICER, EMPLOYEE OR AGENT IN RELATION TO ANY
FINANCE DOCUMENT AND ANY OFFICER, EMPLOYEE OR AGENT OF THE COFACE AGENT OR THE
SECURITY AGENT MAY RELY ON THIS CLAUSE SUBJECT TO CLAUSE 1.5 (THIRD PARTY
RIGHTS) AND THE PROVISIONS OF THE THIRD PARTIES ACT.
(C)
NEITHER THE COFACE AGENT NOR THE SECURITY
AGENT WILL BE LIABLE FOR ANY DELAY (OR ANY RELATED CONSEQUENCES) IN CREDITING AN
ACCOUNT WITH AN AMOUNT REQUIRED UNDER THE FINANCE DOCUMENTS TO BE PAID BY IT IF
IT HAS TAKEN ALL NECESSARY STEPS AS SOON AS REASONABLY PRACTICABLE TO COMPLY
WITH THE REGULATIONS OR OPERATING PROCEDURES OF ANY RECOGNISED CLEARING OR
SETTLEMENT SYSTEM USED BY IT FOR THAT PURPOSE.
(D)
NOTHING IN THIS AGREEMENT SHALL OBLIGE THE
COFACE AGENT, THE SECURITY AGENT OR A MANDATED LEAD ARRANGER TO CARRY OUT ANY
"KNOW YOUR CUSTOMER" OR OTHER CHECKS IN RELATION TO ANY PERSON ON BEHALF OF ANY
LENDER AND EACH LENDER CONFIRMS TO THE COFACE AGENT, THE SECURITY AGENT AND EACH
MANDATED LEAD ARRANGER THAT IT IS SOLELY RESPONSIBLE FOR ANY SUCH CHECKS IT IS
REQUIRED TO CARRY OUT AND THAT IT MAY NOT RELY ON ANY STATEMENT IN RELATION TO
SUCH CHECKS MADE BY THE COFACE AGENT, THE SECURITY AGENT AND A MANDATED LEAD
ARRANGER.
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28.11
LENDERS' INDEMNITY TO THE COFACE AGENT AND THE SECURITY
AGENT
Each Lender shall (in proportion to its share of the Total Commitments or, if
the Total Commitments are then zero, to its share of the Total Commitments
immediately prior to their