Common use of Limitation on Agent's Liability Clause in Contracts

Limitation on Agent's Liability. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan Instruments, except for its or their own gross negligence, willful misconduct or knowing violations of law. The Agent shall not be responsible to any Bank for (a) any recitals, statements, representations or warranties contained in the Loan Instruments or in any certificate or other document referred to or provided for in, or received by any of the Banks under, the Loan Instruments, (b) the validity, effectiveness or enforceability of the Loan Instruments or any such certificate or other document, (c) the value or sufficiency of the Collateral or (d) any failure by the Borrower or other parties to the Loan Instruments to perform any of their obligations under the Loan Instruments. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Agent. As to any matters not expressly provided for by the Loan Instruments, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Instruments in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. Neither the Agent nor any of its ------------------------------- directors, officers, employees or agents shall be liable or responsible to any Lender for any action taken or omitted to be taken by it or them under or in connection with the Loan InstrumentsDocuments, except for its or their own gross negligence, negligence or willful misconduct or knowing violations of lawmisconduct. The Agent shall not be responsible to any Bank Lender for (a) any recitals, statements, representations or warranties contained in the Loan Instruments Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks Lender under, the Loan InstrumentsDocuments, (b) the validity, effectiveness or enforceability of the Loan Instruments Documents or any such certificate or other document, document or (c) the value or sufficiency of the Collateral or (d) any failure by the Borrower or other parties to the Loan Instruments to perform any of their its obligations under the Loan InstrumentsDocuments. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact so long as the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and or other experts selected in good faith by the Agent. As to any matters not expressly provided for by the Loan InstrumentsDocuments, the Agent shall in all cases be fully protected as to the Lenders in acting, or in refraining from acting, under the Loan Instruments Documents in accordance with instructions signed by the Required BanksLenders, and such instructions of the Required Banks Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the BanksLenders.

Limitation on Agent's Liability. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible to any Issuer or any Lender for any action taken or omitted to be taken by it or them under or in connection with the Loan InstrumentsDocuments, except for its or their own gross negligence, negligence or willful misconduct or knowing violations of lawmisconduct. The Agent shall not be responsible to any Bank Issuer or any Lender for (a) any recitals, statements, representations or warranties contained in the Loan Instruments Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks Issuer or any Lender under, the Loan InstrumentsDocuments, (b) the validity, effectiveness or enforceability of the Loan Instruments Documents or any such certificate or other document, document or (c) the value or sufficiency of the Collateral or (d) any failure by the Borrower or other parties to the Loan Instruments to perform any of their its obligations under the Loan InstrumentsDocuments. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Issuer or any Lender for the negligence or misconduct of any such agents or attorneys-in-fact so long as the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and or other experts selected in good faith by the Agent. As to any matters not expressly provided for by the Loan InstrumentsDocuments, the Agent shall in all cases be fully protected as to the Issuers and the Lenders in acting, or in refraining from acting, under the Loan Instruments Documents in accordance with instructions signed by the Required BanksLenders, and such instructions of the Required Banks Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the BanksLenders.

Limitation on Agent's Liability. Neither the Agent nor any of its ------------------------------- directors, officers, employees or agents shall be liable or responsible to the Issuer or any Lender for any action taken or omitted to be taken by it or them under or in connection with the Loan InstrumentsDocuments, except for its or their own gross negligence, negligence or willful misconduct or knowing violations of lawmisconduct. The Agent shall not be responsible to the Issuer or any Bank Lender for (a) any recitals, statements, representations or warranties contained in the Loan Instruments Documents or in any certificate or other document referred to or provided for in, or received by the Issuer or any of the Banks Lender under, the Loan InstrumentsDocuments, (b) the validity, effectiveness or enforceability of the Loan Instruments Documents or any such certificate or other document, document or (c) the value or sufficiency of the Collateral or (d) any failure by the Borrower or other parties to the Loan Instruments to perform any of their its obligations under the Loan InstrumentsDocuments. The Agent may employ agents and attorneys-in-fact and shall not be responsible to the Issuer or any Lender for the negligence or misconduct of any such agents or attorneys-in-fact so long as the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and or other experts selected in good faith by the Agent. As to any matters not expressly provided for by the Loan InstrumentsDocuments, the Agent shall in all cases be fully protected as to the Issuer and the Lenders in acting, or in refraining from acting, under the Loan Instruments Documents in accordance with instructions signed by the Required BanksLenders, and such instructions of the Required Banks Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the BanksLenders.

Limitation on Agent's Liability. Neither the any Agent nor any director, officer, employee or agent of its directors, officers, employees or agents any of them shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan InstrumentsDocuments, except for its or their own gross negligence, willful misconduct or knowing violations of law. The No Agent shall not be responsible to any Bank for (a) any recitals, statements, representations or warranties contained in the Loan Instruments Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks under, the Loan InstrumentsDocuments, (b) the validity, effectiveness or enforceability of the Loan Instruments Documents or any such certificate or other document, document or (c) the value or sufficiency of the Collateral or (d) any failure by the Borrower or other parties to the Loan Instruments Parties to perform any of their obligations under the Loan InstrumentsDocuments. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Each Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the any Agent. As to any matters not expressly provided for by the Loan InstrumentsDocuments, the each Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Instruments Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan InstrumentsDocuments, except for its or their own gross negligence, willful misconduct or knowing violations of law. The Agent shall not be responsible to any Bank for (a) any recitals, statements, representations or warranties contained in the Loan Instruments Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks under, the Loan InstrumentsDocuments, (b) the validity, effectiveness or enforceability of the Loan Instruments Documents or any such certificate or other document, (c) the value or sufficiency of the Collateral or (d) any failure by the Borrower or other parties to the Loan Instruments to perform any of their its obligations under the Loan InstrumentsDocuments. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Agent. As to any matters not expressly provided for by the Loan InstrumentsDocuments, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Instruments Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. Neither None of the Agent Agents ------------------------------- nor any of its their respective directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan InstrumentsDocuments, except for its or their own gross negligence, negligence or willful misconduct or knowing violations misconduct. None of law. The Agent the Agents shall not be responsible to any Bank for (a) any recitals, statements, representations or warranties contained in the Loan Instruments Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks under, the Loan InstrumentsDocuments, (b) the validity, effectiveness or enforceability of the Loan Instruments Documents or any such certificate or other document, document or (c) the value or sufficiency of the Collateral or (d) any failure by the Borrower or other parties to the Loan Instruments to perform any of their its obligations under the Loan InstrumentsDocuments. The Agent Each of the Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as the such Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Agent Each of the Agents shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the such Agent. As to any matters not expressly provided for by the Loan InstrumentsDocuments, each of the Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Instruments Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. Neither None of the Agent Agents nor any of its their respective directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan InstrumentsDocuments, except for its or their own gross negligence, negligence or willful misconduct or knowing violations misconduct. None of law. The Agent the Agents shall not be responsible to any Bank for (a) any recitals, statements, representations or warranties contained in the Loan Instruments Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks under, the Loan InstrumentsDocuments, (b) the validity, effectiveness or enforceability of the Loan Instruments Documents or any such certificate or other document, (c) the value or sufficiency of the Collateral or (d) any failure by the Borrower or other parties to the Loan Instruments Parties to perform any of their obligations under the Loan InstrumentsDocuments. The Agent Each of the Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as the such Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Agent Each of the Agents shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the such Agent. As to any matters not expressly provided for by the Loan InstrumentsDocuments, each of the Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Instruments Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. Neither None of the Agent Agents nor any of its their respective directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan InstrumentsDocuments, except for its or their own gross negligence, negligence or willful misconduct or knowing violations misconduct. None of law. The Agent the Agents shall not be responsible to any Bank for (a) any recitals, statements, representations or warranties contained in the Loan Instruments Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks under, the Loan InstrumentsDocuments, (b) the validity, effectiveness or enforceability of the Loan Instruments Documents or any such certificate or other document, or (c) the value or sufficiency of the Collateral or (d) any failure by the Borrower or other parties to the Loan Instruments Parties to perform any of their obligations under the Loan InstrumentsDocuments. The Agent Each of the Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as the such Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Agent Each of the Agents shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the such Agent. As to any matters not expressly provided for by the Loan InstrumentsDocuments, each of the Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Instruments Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan InstrumentsDocuments, except for its or their own gross negligence, willful misconduct or knowing violations of law. The Agent shall not be responsible to any Bank or the Issuing Bank for (ai) any recitals, statements, representations or warranties contained in the Loan Instruments Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks or the Issuing Bank under, the Loan InstrumentsDocuments, (bii) the validity, effectiveness or enforceability of the Loan Instruments Documents or any such certificate or other document, (c) the value or sufficiency of the Collateral document or (diii) any failure by the Borrower or other parties to the Loan Instruments to perform any of their its obligations under the Loan InstrumentsDocuments. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys- in- fact so long as the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Agent. As to any matters not expressly provided for by the Loan InstrumentsDocuments, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Instruments Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the BanksBanks and the Issuing Bank.