Common use of Disclaimer of Agent Clause in Contracts

Disclaimer of Agent. The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Document. The Agent assumes no responsibility for the financial condition of the Restricted Parties, or for the performance of the obligations of the Restricted Parties under this Agreement or any other Credit Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties to the Agent on behalf of the Lenders. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits or (unless the officers or employees of the Lender acting as Agent active in their capacity as officers or employees on the Restricted Parties' accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party or a Lender) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful misconduct. With respect to its Commitment, the Lender acting as Agent shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Document. The Agent assumes no responsibility for the financial condition of the Restricted PartiesBorrower, or for the performance of the its obligations of the Restricted Parties under this Agreement or any other Credit Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties Borrower to the Agent on behalf of the Lenders. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits any credit hereunder or (unless the officers or employees of the Lender acting as Agent active in their capacity as officers or employees on the Restricted Parties' Borrower’s accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party the Borrower or a Lender) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement Agreement, whether in the good faith exercise of any discretion expressly granted to the Agent or otherwise, except for actions or omissions arising from its or their own gross negligence or wilful misconduct. With respect to its Commitment, the Lender acting as Agent shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Loan Document; provided, however, that the foregoing shall not be construed to relieve the Agent from the performance of its own duties and responsibilities as set forth herein. The Agent assumes no responsibility for the financial condition of the Restricted Partiesany Obligor, or for the performance of the obligations of the Restricted Parties any Obligor under this Agreement or any other Credit Loan Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties or on behalf of any Obligor to the Agent on behalf of the Lenders. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits Credit or (unless the officers or employees of the Lender acting as Agent active in their capacity as officers or employees on the Restricted Parties' Borrower’s accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party or a Lenderan Obligor) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful misconduct. With respect to its Commitment, the Advances made by the Lender that is acting as Agent, and all amounts payable with respect thereto, the Agent shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Document. The Agent assumes no responsibility for the financial condition Financial Condition of the Borrowers or the Restricted PartiesParties or any of their respective Subsidiaries, or for the performance of the obligations of the Borrowers or the Restricted Parties under this Agreement or any other Credit Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Borrowers, the Restricted Parties or any of their respective Subsidiaries to the Agent on behalf of the Lenders. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits Credit or (unless the officers or employees of the Lender Agent acting as Agent active in their capacity as officers or employees on the Restricted PartiesBorrowers' accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party the Borrowers or a Lender) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful misconduct. With respect to its Commitment, Advances made by Scotiabank (including Overdraft Availments made in its capacity as Overdraft Lender and L/Cs issued by it in its capacity as Issuing Lender) and all amounts payable with respect thereto, the Lender acting as Agent shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. The Agent makes no representation or ------------------- warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Security Document. The Agent assumes no responsibility for the financial condition of the Restricted PartiesBorrower, or for the performance of the obligations of the Restricted Parties Borrower under this Agreement or any other Credit Security Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties Borrower to the Agent on behalf of the LendersBanks. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits Loans or (unless the officers or employees of the Lender Agent acting as Agent active in their capacity as officers or employees on the Restricted Parties' Borrower's accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party or a Lenderthe Borrower) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful willful misconduct. With respect to its Commitment, the Lender acting as The Agent shall have the same rights and powers hereunder as any other LenderBank, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. The Agent makes no representation or warranty, ------------------- and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability collectibility of this Agreement or any other Credit Security Document. The Agent assumes no responsibility for the financial condition of the Restricted PartiesBorrower, or for the performance of the obligations of the Restricted Parties Borrower under this Agreement or any other Credit Security Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties Borrower to the Agent on behalf of the LendersBanks. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits Loans or (unless the officers or employees of the Lender Agent acting as Agent active in their capacity as officers or employees on the Restricted Parties' Borrower's accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party or a Lenderthe Borrower) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful willful misconduct. With respect to its Commitment, the Lender acting as The Agent shall have the same rights and powers hereunder as any other LenderBank, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. (a) The Agent will not be liable for any damages, claims or costs which may be suffered by the Borrower or the Subsidiaries or any of the Lenders occasioned by the failure of a Lender to make an Advance or the failure of any Advance to reach its designated destination, unless such failure is due to the gross negligence or wilful misconduct of the Agent as determined by a court of competent jurisdiction in a final, non-appealable judgment. (b) The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Loan Document. The Agent assumes no responsibility for the financial condition of the Restricted Parties, any Loan Party or Other Guarantor or for the performance of the obligations of the Restricted Parties any Loan Party or Other Guarantor under this Agreement or any other Credit Loan Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties any Loan Party or Other Guarantor to the Agent on behalf of the LendersAgent. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits Facility or (unless the officers or employees of the Lender acting as Agent active in their capacity as officers or employees on the Restricted Parties' accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party or a Lender) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful misconduct. With respect to its CommitmentCommitments, the Lender acting as Agent shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Documentinstruments or documents referred to herein or relative hereto. The Agent assumes no responsibility for the financial condition of the Restricted Partiesany Obligor, or for the performance of the obligations of the Restricted Parties any Obligor under this Agreement or any other Credit Documentagreement, instrument or document contemplated hereby. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties any Obligor or any other Person to the Agent on behalf of the Lenders. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits or (Credit or, unless the officers or employees of the Lender acting as Agent active in their capacity as officers or employees of the Agent on the Restricted Parties' any Obligor's accounts have actual knowledge thereof, thereof or have been notified thereof in writing or by a Restricted Party telex thereof by an Obligor or a Lender) , of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the this Agreement except for its or their own gross negligence or wilful misconduct. With respect to its Commitment, the Lender acting as Agent The Bank of Nova Scotia shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Document. The Agent assumes no responsibility for the financial condition of the Restricted PartiesBorrower, or for the performance of the obligations of the Restricted Parties Borrower under this Agreement or any other Credit Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties Borrower to the Agent on behalf of the Lenders. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits Credit or (unless the officers or employees of the Lender acting as Agent active in their capacity as officers or employees on the Restricted Parties' Borrower's accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party the Borrower or a Lender) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful misconduct. With respect to its Commitment, the Lender acting as Agent shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Document. The Agent assumes no responsibility for the financial condition of the Restricted PartiesBorrower or Guarantors, or for the performance of the obligations of the Restricted Parties Borrower or Guarantors under this Agreement or any other Credit Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties Borrower or Guarantors to the Agent on behalf of the Lenders. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits or (unless the officers or employees of the Lender acting as Agent active in their capacity as officers or employees on the Restricted Parties' Borrower's accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party the Borrower or a Lender) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful misconduct. With respect to its own Commitment, the Lender acting as Agent shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

Disclaimer of Agent. The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any other Credit Document. The Agent assumes no responsibility for the financial condition of the Restricted Parties, or -95- for the performance of the obligations of the Restricted Parties under this Agreement or any other Credit Document. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Restricted Parties to the Agent on behalf of the Lenders. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credits or (unless the officers or employees of the Lender Lenders acting as Agent active in their capacity as officers or employees on the Restricted Parties' accounts have actual knowledge thereof, or have been notified thereof in writing by a Restricted Party or a Lender) of the existence or possible existence of any Event of Default or Pending Event of Default. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with the Agreement except for its or their own gross negligence or wilful misconduct. With respect to its Commitmenttheir Commitments, the Lender acting as Agent shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it they were not performing the duties and functions delegated to it as Agent hereunder.