Common use of Agent's and Collateral Agent's Reliance, Etc Clause in Contracts

Agent's and Collateral Agent's Reliance, Etc. Neither the Agent nor the Collateral Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by them or under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Collateral Agent: (i) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by them and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (ii) make no warranty or representation to any Bank or Issuing Bank and shall not be responsible to any Bank of Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Credit Document; (iii) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of any Credit Party or to inspect the property (including the books and records) of any Credit Party; (iv) shall not be responsible to any Bank or Issuing Bank for the perfection, priority, existence, sufficiency or value of any Collateral, other security, guaranty or insurance or for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (v) shall incur no liability under or in respect of any Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable, telex or otherwise) believed by either of them in its reasonable judgment to be genuine and signed or sent by the proper party or parties; (vi) may treat any Issuing Bank that issues or has issued a Letter of Credit as being the issuer of such Letter of Credit for all purposes and (vii) may treat a Bank as the obligee of any Revolving Credit Advance or, if applicable, the payee of any Note as the holder thereof, until the Agent receives and accepts a Transfer Agreement executed by a Borrower (if required pursuant to Section 8.5), the assignor Bank and the assigning Bank pursuant to Section 8.5. Without limiting the generality of the foregoing, insofar as the Agent is concerned, for purposes of determining compliance with any Credit Document (including Section 3.2 of this Agreement) with respect to any Revolving Credit Advance, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under any Credit Document (including Section 3.2 of this Agreement), unless the officer of the Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such Revolving Credit Advance specifying its objection thereto and such Bank shall not have made available to the Agent any portion of such Revolving Credit Advance; provided that this sentence is solely for the benefit of the Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Revolving Credit Advance or any other Revolving Credit Advance or matter.

Agent's and Collateral Agent's Reliance, Etc. Neither the None of Agent, Collateral Agent nor the Collateral Agent any of their Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them or under or in connection with this AgreementAgreement or the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Agent and the Collateral Agent: (ia) may treat the payee of any Revolving Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (b) may consult with legal counsel (including counsel for any Borrower)counsel, independent public accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by them it in accordance with the advice of such counsel, accountants or experts; (iic) make makes no warranty or representation to any Bank or Issuing Bank Lender and shall not be responsible to any Bank of Issuing Bank Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any the other Credit DocumentLoan Documents; (iiid) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of any Credit Party Borrowers or to inspect the property Collateral (including the books and records) of any Credit PartyBorrowers; (ive) shall not be responsible to any Bank or Issuing Bank for the perfection, priority, existence, sufficiency or value of any Collateral, other security, guaranty or insurance or Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Agreement or the other Credit Document Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vf) shall incur no liability under or in respect of any Credit Document this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, telegram, cable, telex cable or otherwisetelex) believed by either of them in its reasonable judgment it to be genuine and signed or sent by the proper party or parties; (vi) may treat any Issuing Bank that issues or has issued a Letter of Credit as being the issuer of such Letter of Credit for all purposes and (vii) may treat a Bank as the obligee of any Revolving Credit Advance or, if applicable, the payee of any Note as the holder thereof, until the Agent receives and accepts a Transfer Agreement executed by a Borrower (if required pursuant to Section 8.5), the assignor Bank and the assigning Bank pursuant to Section 8.5. Without limiting the generality of the foregoing, insofar as the Agent is concerned, for purposes of determining compliance with any Credit Document (including Section 3.2 of this Agreement) with respect to any Revolving Credit Advance, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under any Credit Document (including Section 3.2 of this Agreement), unless the officer of the Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such Revolving Credit Advance specifying its objection thereto and such Bank shall not have made available to the Agent any portion of such Revolving Credit Advance; provided that this sentence is solely for the benefit of the Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Revolving Credit Advance or any other Revolving Credit Advance or matter.

Agent's and Collateral Agent's Reliance, Etc. Neither None of the Agent nor Agent, the Collateral Agent nor or any of their respective Affiliates or any of the respective directors, officers, agents or employees of the Agent, the Collateral Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them or under or in connection with this AgreementAgreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, (a) the Agent and the Collateral Agent: Agent (i) may treat the payee of any Note as the holder thereof until such note has been assigned in accordance with Section 10.7, (ii) may rely on the Register to the extent set forth in Section 10.7(c) and (iii) may consult with legal counsel (including including, without limitation, counsel for to any BorrowerLoan Party), independent public accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by them it in accordance with the advice of such counsel, accountants or experts; and (iib) make no neither the Agent nor the Collateral Agent (i) makes any warranty or representation to any Bank or Issuing Bank Lender and shall not be responsible to any Bank of Issuing Bank Lender or the Issuer for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Credit Document; Loan Documents, (iiiii) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Credit Document Loan Documents on the part of any Credit Loan Party or to inspect the property (including including, without limitation, the books and records) of any Credit Loan Party; , (iviii) shall not be responsible to any Bank Lender or Issuing Bank for the perfection, priority, existence, sufficiency or value of any Collateral, other security, guaranty or insurance or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or any of the other Credit Document Loan Documents or any other instrument or document furnished pursuant hereto or thereto; thereto and (viv) shall not incur no any liability under or in respect of this Agreement or any Credit Document of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable, telex or otherwisefacsimile transmission) believed by either of them in its reasonable judgment it to be genuine and signed or sent by the proper party or parties; (vi) may treat any Issuing Bank that issues or has issued a Letter of Credit as being the issuer of such Letter of Credit for all purposes and (vii) may treat a Bank as the obligee of any Revolving Credit Advance or, if applicable, the payee of any Note as the holder thereof, until the Agent receives and accepts a Transfer Agreement executed by a Borrower (if required pursuant to Section 8.5), the assignor Bank and the assigning Bank pursuant to Section 8.5. Without limiting the generality of the foregoing, insofar as the Agent is concerned, for purposes of determining compliance with any Credit Document (including Section 3.2 of this Agreement) with respect to any Revolving Credit Advance, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under any Credit Document (including Section 3.2 of this Agreement), unless the officer of the Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such Revolving Credit Advance specifying its objection thereto and such Bank shall not have made available to the Agent any portion of such Revolving Credit Advance; provided that this sentence is solely for the benefit of the Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Revolving Credit Advance or any other Revolving Credit Advance or matter.

Agent's and Collateral Agent's Reliance, Etc. Neither the Agent nor the Collateral Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by them or under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Collateral Agent: (i) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by them and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (ii) make no warranty or representation to any Bank or Issuing Bank and shall not be responsible to any Bank of Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Credit Document; (iii) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of any Credit Party or to inspect the property (including the books and records) of any Credit Party; (iv) shall not be responsible to any Bank or Issuing Bank for the perfection, priority, existence, sufficiency or value of any Collateral, other security, guaranty or insurance or for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (v) shall incur no liability under or in respect of any Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable, telex cable or otherwisetelex) believed by either of them in its reasonable judgment to be genuine and signed or sent by the proper party or parties; (vi) may treat any Issuing Bank that issues or has issued a Letter of Credit as being the issuer of such Letter of Credit for all purposes and (vii) may treat a Bank as the obligee of any Revolving Credit Advance or, if applicable, the payee of any Note as the holder thereof, until the Agent receives and accepts a Transfer Agreement executed by a Borrower (if required pursuant to Section 8.5), the assignor Bank and the assigning Bank pursuant to Section 8.5. Without limiting the generality of the foregoing, insofar as the Agent is concerned, for purposes of determining compliance with any Credit Document (including Section 3.2 of this Agreement) with respect to any Revolving Credit Advance, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under any Credit Document (including Section 3.2 of this Agreement)3.2, unless the officer of the Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such Revolving Credit Advance specifying its objection thereto and such Bank shall not have made available to the Agent any portion of such Revolving Credit Advance; provided that this sentence is solely for the benefit of the Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Revolving Credit Advance or any other Revolving Credit Advance or matter.

Agent's and Collateral Agent's Reliance, Etc. Neither the Agent nor the Collateral Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by them or under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Collateral Agent: (i) may consult with their respective legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by them and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (ii) make no warranty or representation to any Bank or Issuing Bank and shall not be responsible to any Bank of Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Credit Document; (iii) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of any Credit Party Borrower or to inspect the property (including the books and records) of any Credit PartyBorrower; (iv) shall not be responsible to any Bank or Issuing Bank for the perfection, priority, existence, sufficiency or value of any Collateral, other security, guaranty or insurance or for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (v) shall incur no liability under or in respect of any Credit Document Letter of Credit, Note or this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable, telex cable or otherwisetelex) believed by either of them in its their reasonable judgment judgement to be genuine and signed or sent by the proper party or parties; (vi) may treat any Issuing Bank that issues or has issued a Letter of Credit as being the issuer of such Letter of Credit for all purposes and (vii) may treat a Bank as the obligee of any Revolving Credit Advance or, if applicable, the payee of any Note as the holder thereof, until the Agent receives and accepts a Transfer Agreement executed by a Borrower (if required pursuant to Section 8.5), the assignor Bank and the assigning Bank pursuant to Section 8.5. Without limiting the generality of the foregoing, insofar as the Agent is concerned, for purposes of determining compliance with any Credit Document (including Section 3.2 of this Agreement) with respect to any Revolving Credit Advance, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under any Credit Document (including Section 3.2 of this Agreement), unless the officer of the Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such Revolving Credit Advance specifying its objection thereto and such Bank shall not have made available to the Agent any portion of such Revolving Credit Advance; provided that this sentence is solely for the benefit of the Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Revolving Credit Advance or any other Revolving Credit Advance or matter.