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 to a Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

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 a Bank for any action taken or not taken by it in connection herewith (ia) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (iib) in the absence of its own gross negligence or willful misconductmisconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. 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 effectiveness, genuineness or genuineness sufficiency of this Agreement, the Notes, the other Loan Documents if any, or any other instrument or writing furnished in connection herewith herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or therewithemployees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (including any electronic messagewhich may be a bank wire, Internet telex or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in except to the absence extent of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final nonappealable judgment, in connection therewith. 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 any 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross 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 (including any electronic messagewhich may be a bank wire, Internet telex or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

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 a Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks (or when expressly required hereby, all the Banks) or (ii) in the absence of its own gross 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 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 (including any electronic messagewhich may be a bank wire, Internet telex, facsimile transmission or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with any condition hereunder reference to the making Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a Loan that by its terms must be fulfilled matter of market custom and is intended to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loancreate or reflect only an administrative relationship between independent contracting parties.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents agents, representatives, employees or employees Affiliates shall be liable to a Bank for any action taken or not taken by it in connection herewith with the Loan Documents (ia) with the consent or at the request or direction of the Required Banks Lenders, or (iib) in the absence of its own gross negligence or willful misconduct. Neither the Agent nor any of its directors, officers, agents agents, representatives, employees or employees Affiliates shall be responsible for or have any duty to ascertain, inquire into or verify (ai) any statement, warranty or representation made under or in connection with this Agreement any Loan Document or any borrowing Extension of Credit hereunder; , (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 III, except to confirm receipt of items required to be delivered to it; or the Agent, (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 therewith, or therewith(v) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Loan Documents or for any failure of any Borrower or any other Credit Party to perform its obligations under this Agreement or any other Loan Document. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or statement, other writing (including any electronic messagewhich may be a bank wire, Internet telex, facsimile transmission or intranet website posting similar writing) or other distribution) conversation believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

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 a Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks (or when expressly required hereby, all the Banks) or (ii) in the absence of its own gross 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 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 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 (including any electronic messagewhich may be a bank wire, Internet telex, facsimile transmission or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with any condition hereunder reference to the making Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a Loan that by its terms must be fulfilled matter of market custom and is intended to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loancreate or reflect only an administrative relationship between independent contracting 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 a Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (ii) in the absence of its own gross negligence or willful misconductmisconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. 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 effectiveness, genuineness or genuineness sufficiency of this Agreement, the Notes, the other Loan Documents Notes or any other instrument or writing furnished in connection herewith herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or therewithemployees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (including any electronic messagewhich may be a bank wire, Internet telex or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith with the Financing Documents (i) with the consent or at the request of the Required Banks Lenders or (ii) in the absence of its own gross 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 (including any electronic messagewhich may be a bank wire, Internet telex, facsimile transmission or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither The Agent shall exercise the same care to protect the interests of each of the Banks as it does to protect its own interests, so that so long as the Agent exercises such care it shall not be under any liability to any of the Banks, except for the Agent’s gross negligence or willful misconduct with respect to anything it may do or refrain from doing. Subject to the immediately preceding sentence, neither the Agent nor any of its directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith (i) with in its capacity as Agent. Without limiting the consent or at the request generality of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither foregoing, 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 verify: (ai) any statement, warranty or representation made in connection with this Agreement Agreement, any other 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 IIISections 4.1 or 4.2 hereof, except receipt of items required to be delivered to itthe Agent; or (div) the validity, enforceabilityeffectiveness, effectiveness enforceability or genuineness of this Agreement, the Notes, the Swing Line Note, the other Loan Documents or any other document or instrument or writing furnished executed and delivered in connection herewith with or therewithas contemplated by this Agreement. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (including any electronic messagewhich may be a bank wire, Internet telex or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents agents, or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith or in connection with any other Loan Documents (i) with the consent or at the request of the Required Banks Majority Lenders or (ii) in the absence of its own gross 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 hereunderAdvance hereunder or in connection with any other Loan Documents; (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 it3; or (d) the validity, enforceability, effectiveness or genuineness of this Agreement, any of 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 (including any electronic messagewhich may be a bank wire, Internet telex or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance As to any matters not expressly provided for by this Agreement, Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any other Loan Document in accordance with any condition hereunder to instructions signed by the making of a Loan that by its terms must be fulfilled to the satisfaction Majority Lenders and such instructions of the Banks, the Agent may presume that such condition is satisfactory Majority Lenders and any action taken or failure to the Banks unless the Agent act pursuant thereto shall have received notice to the contrary from a Bank within a reasonable period be binding on all of time prior to the making of such LoanLenders.

Liability of Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to a any Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Bank. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank 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 III, 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 any other Loan Documents Credit Document or any other instrument or writing furnished in connection herewith herewith; (v) the existence or therewithpossible existence of any Default; (vi) the financial condition of the Company or any of its Subsidiaries; or (vii) the contents of any certificate, report or other document delivered hereunder or in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Agent nor any of its ------------------ directors, officers, agents agents, or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith or in connection with any Other Documents (i) with the consent or at the request of the Required Banks Majority Lenders or (ii) in the absence of its own gross 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 hereunderAdvance hereunder or in connection with any Other Documents; (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 itIX; or (d) the validity, enforceability, effectiveness or genuineness of this Agreement, any of the Notes, the other Loan Other 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 (including any electronic messagewhich may be a bank wire, Internet telex or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance As to any matters not expressly provided for by this Agreement, Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any Other Document in accordance with any condition hereunder to instructions signed by the making of a Loan that by its terms must be fulfilled to the satisfaction Majority Lenders and such instructions of the Banks, the Agent may presume that such condition is satisfactory Majority Lenders and any action taken or failure to the Banks unless the Agent act pursuant thereto shall have received notice to the contrary from a Bank within a reasonable period be binding on all of time prior to the making of such LoanLenders.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith with the Financing Documents (i) with the consent or at the request of the Required Banks Lenders or (ii) in the absence of its own gross 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 IIIV, 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 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 (including any electronic messagewhich may be a bank wire, Internet telex, facsimile transmission or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with The Agent agrees to use its reasonable efforts to promptly notify the Lenders of any condition hereunder to the making Event of a Loan that by its terms must be fulfilled to the satisfaction Default of the Banks, which the Agent may presume actually becomes aware; provided, that such condition is satisfactory to the Banks unless the Agent shall have received notice no liability to the contrary from a Bank within a reasonable period of time prior any Lender for its failure to the making of timely provide such Loannotice.

Liability of Agent. Neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents agents, employees, counsel or employees other representatives shall be liable to a Bank for any action taken or not taken by it in connection herewith with the Lease Documents (i) with the consent or at the request of the Required Banks Lessors or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Agent nor any of its Affiliates, directors, officers, agents agent 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 hereunderthe Lease Documents; (b) the performance or observance of any of the covenants or agreements of the BorrowerLessee; (c) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itSection 3 hereof; or (d) the validity, enforceability, effectiveness or genuineness of this Agreement, any of the Notes, the other Loan Lease 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 (including any electronic messagewhich may be a bank wire, Internet telex or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with As to any condition hereunder to the making of a Loan that matters not expressly provided for by its terms must be fulfilled to the satisfaction of the Banksthis Lease, the Agent may presume that shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Lessors, and such condition is satisfactory instructions of the Required Lessors and any action taken or failure to act pursuant thereto shall be binding on all of the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such LoanLessors.

Liability of Agent. Neither the Agent nor any of its Affiliates, directors, officers, agents or employees shall be liable for taking or omitting to a Bank for take any action taken or not taken by it in connection herewith (i) if it does so with the consent or at the request of the Required Banks or (ii) in to the absence of extent its doing so does not constitute its own gross negligence or willful misconduct. Neither the Agent Agent, nor any of its Affiliates, 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 Agreement, any of the other Loan Documents or any borrowing Loan hereunder; (bii) the performance or observance of any of the covenants or agreements of the Borrowerany Credit Party; (ciii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to itsection 3; or (div) the validity, effectiveness, 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; or (v) any negligence or misconduct of an agent or attorney-in-fact selected by the Agent with reasonable care. The Agent shall not incur any no liability by acting in reliance upon any notice, consent, certificate, statement or other writing (including any electronic messagewhich may be a bank wire, Internet telecopy or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with Neither the Agent, nor any condition hereunder to the making of its Affiliates, directors, agents, officers or employees shall be a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loantrustee or fiduciary for any Bank.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents agents, or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross 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 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 IIISection 3, except receipt of items required to be delivered to itthe Agent; or (d) 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 (including any electronic messagewhich may be a bank wire, Internet telex, facsimile or intranet website posting or other distributionsimilar writing) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance As to any matters not expressly provided for by this Agreement, the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any condition hereunder action taken or failure to the making of a Loan that by its terms must act pursuant thereto shall be fulfilled to the satisfaction binding on all of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither Notwithstanding any other provision, express or implied, to the contrary in this Agreement or any other Loan Document, neither the Agent nor any of its directors, officers, agents agents, employees, attorneys-in-fact or employees Affiliates shall be liable to a Bank for any action taken or not taken by it them in connection herewith or in connection with any other Loan Document (i) with the consent or at the request of the Required Banks applicable Lenders, or (ii) in the absence of its their own gross negligence or willful misconduct, as determined by a final order or judgment of a court of competent jurisdiction. Neither the Agent nor any of its directors, officers, agents agents, employees, attorneys-in-fact or employees Affiliates 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 Agreement, any other Loan Document 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, Section 4 (except receipt where the satisfaction of items required to be delivered to itthe Agent is specifically required); or (div) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the any Letter of Credit, any other 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 (including any electronic message, Internet which may be a bank wire or intranet website posting or other distributionsimilar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in except to the absence extent of its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final nonappealable judgment, in connection therewith. 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 any 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in except to the absence extent of its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final nonappealable judgment in connection therewith. 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to a any Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Bank. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank to ascertain, inquire into or verify (ai) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunderhereunder or the issuance, amendment, renewal or extension of any Letter of Credit; (bii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (ciii) 63 the satisfaction of any condition specified in Article III, 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 any other Loan Documents Credit Document or any other instrument or writing furnished in connection herewith herewith; (v) the existence or therewithpossible existence of any Default; (vi) the financial condition of the Company or any of its Subsidiaries; or (vii) the contents of any certificate, report or other document delivered hereunder or in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.