Common use of Liability of Agent Clause in Contracts

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, or (ii) in the absence of its own gross negligence, bad faith or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of the Borrower; (c) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to it; or (d) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Company or the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the No Agent nor or any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (ia) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (iib) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the No Agent nor or any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerBorrowers; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to it; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement, the Notes), the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of the Borrower; (c) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to it; or (d) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or the Company; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the any Agent nor any of its ------------------- directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the any Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any Subsidiary; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to it; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the any other Loan Documents Document or Transaction Document or any other instrument or writing furnished in connection herewith or therewithherewith. The No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a telecopy, bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith with the Financing Documents (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement any Financing Document or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceabilityeffectiveness, effectiveness sufficiency or genuineness of this Agreement, the Notes, the other Loan Documents any Financing Document or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its their affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its their affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrowerany Company; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Administrative Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other any Loan Documents Document or any other instrument or writing furnished in connection herewith or therewith. The Neither Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Company or any Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (ia) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (iib) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to it; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the Notes, the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement the Financing Documents or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Financing Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent Agent, the Arranger, nor ------------------ any of its their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent Agent, the Arranger, nor any of its their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing Borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Neither the Agent nor the Arranger shall not incur any liability by acting in reliance upon any Note, notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any other Loan Document or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerCompany or the Eligible Subsidiaries; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement any Loan Document or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the any Borrower; (ciii) the satisfaction of any condition specified in Article IIIIV, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other any Loan Documents Document or any other instrument or writing furnished in connection herewith or therewithherewith. Without limiting the foregoing, the Agent shall have no obligation to take any action under Section 5.06. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writingwriting transmitted electronically) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any the borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerCo-obligors; (ciii) the satisfaction of any condition specified in Article IIISection 6, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, Revolving Notes or the other Loan Documents or Term Notes of any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, telecopy or similar writing) believed by it in good faith to be genuine or to be signed or authorized by the Borrowing Agent or any other proper party or parties.

Liability of Agent. Neither the any Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks (or all the Banks, as applicable) or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the any Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of ESCO, the BorrowerBorrower or any Subsidiary; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to it; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the any other Loan Documents Document or any other instrument or writing furnished in connection herewith or therewithherewith. The No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith or with any other Financing Document (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made hereunder or under any other Financing Document or in connection with this Agreement herewith or therewith including, without limitation, the authenticity or accuracy of any borrowing hereunder; draft, certificate, statement or other item presented under a Letter of Credit, (bii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the Agreement or any other Loan Documents Financing Document or any other instrument or other writing furnished in connection herewith or therewith; or (v) the existence, validity, enforceability or priority of the Lien on the Collateral. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement the Financing Documents or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrowerany Obligor; (ciii) the satisfaction of any 42 condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents any Financing Document or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents agents, or employees shall be liable to any Bank for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Liquidity Agreement or any borrowing Borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerTrust; (ciii) the satisfaction of any condition specified in Article IIIVI, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Liquidity Agreement, the Notes, the other any Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to the Banks for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing Borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents agents, or employees shall be liable to the Lenders for any action taken or not taken by it or them in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required BanksLenders, or (ii) in the absence of its or their own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; of the Security Documents, (bii) the performance or observance of any of the covenants or agreements of the Borrower; Company or any of its Subsidiaries, (ciii) the satisfaction of any condition specified in Article IIIany of the Security Documents, except receipt of items required to be delivered to it; the Agent, or (div) the validity, effectiveness, legal enforceability, effectiveness value or genuineness of this Agreement, Agreement or any of the Notes, the other Loan Security Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, telecopy, or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Guarantor or Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile 40 transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement any Loan Document or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the any Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other any Loan Documents Document or any other instrument or writing furnished in connection herewith or therewithherewith. Without limiting the foregoing, the Agent shall have no obligation to take any action under Section 5.06. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writingwriting transmitted electronically) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement any Loan Document or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other any Loan Documents Document or any other instrument or writing furnished in connection herewith or therewithherewith. Without limiting the foregoing, the Agent shall have no obligation to take any action under Section 5.06. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writingwriting transmitted electronically) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith with the Financing Documents (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful wilful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement the Financing Documents or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Financing Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, telecopy or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement any Financing Document or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrowerany Loan Party in any Financing Document; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Financing Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents agent, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing other Loan Document or any Borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents or any other instrument or writing furnished in connection herewith or therewiththerewith unless specifically requested to do so by a Bank. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement the Financing Documents or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents any Financing Document or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith with any of the Transaction Documents (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article IIIherein, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, any of the Notes, the other Loan Transaction Documents or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates or any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing Borrowing or issuance of a Letter of Credit hereunder; (bii) the performance or observance of any of the covenants or agreements of the any Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile transmission, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement the Financing Documents or any borrowing Extension of Credit hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrowerany Obligor; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Financing Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it or any of them in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its or their own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement the Financing Documents or any borrowing Extension of Credit hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrowerany Obligor; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Financing Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Bridge Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement the Financing Documents or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents any Financing Document or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to 49 ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its ------------------ affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunderthe issuance of the Letter of Credit; (bii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it as Agent in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission 45 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (ia) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (iib) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement the Financing Documents or any borrowing or letter of credit hereunder; , (bii) the performance or observance of any of the covenants or agreements of the Borrower; Borrower or any of its Subsidiaries party to any Financing Document, (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to it; the Agent, or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents any Financing Document or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it or them in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its or their own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the either Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except except, in the case of the Agent, receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, telecopy or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other 44 50 instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith with the Loan Documents (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence, bad faith faith, or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; Loan Document, (bii) the performance or observance of any of the covenants or agreements of the Borrower; any Credit Party, (ciii) the satisfaction of any condition specified in Article IIIARTICLE IV, except receipt of items required to be delivered to it; the Agent, or (div) the validity, enforceabilityeffectiveness, effectiveness sufficiency or genuineness of this Agreement, the Notes, the other any Loan Documents Document or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of ------------------ its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III3, except escept receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition condition. specified in Article III3, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; , (bii) the performance or observance of any of the covenants or agreements of the Borrower; , (ciii) the satisfaction of any condition specified in Article III3, except receipt of items required to be delivered to it; the Agent, or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to any other Lender for any action taken or not taken by it in connection herewith with any of the Transaction Documents (ia) with respect to liability to one or more Banks only, with the consent or at the request of the Required BanksLenders, or (iib) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerBorrowers; (ciii) the satisfaction of any condition specified in Article IIIherein, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, any of the Notes, the other Loan Transaction Documents or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection 64 70 with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrower; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents or any other instrument or writing furnished in connection herewith or therewithherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence, bad faith negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (bii) the performance or observance of any of the covenants or agreements of the BorrowerCompany or any Subsidiary; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Financing Documents or any other instrument or writing furnished in connection herewith herewith; or therewith(v) the accuracy of any Engineering Report. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.