Common use of Nature of Duties of Agent Clause in Contracts

Nature of Duties of Agent. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents. Neither Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith except to the extent caused by its or their gross negligence or willful misconduct. The duties of Agent shall be mechanical and administrative in nature. Agent shall not have by reason of this Agreement or the other Loan Documents a fiduciary relationship or duty in respect of any Lender. Without limitation of the generality of the foregoing, Agent: (a) may treat each Lender party hereto as the holder of Obligations until Agent receives written notice of the assignment or transfer of such Lender’s portion of the Obligations signed by such Lender and in form satisfactory to Agent in the exercise of its discretion in good faith; (b) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it or them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranties or representations to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations made in or in connection with this Agreement or any other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Borrower or any of its Subsidiaries, to inspect any of the Property (including the books and records) of any Borrower or any of its Subsidiaries, to monitor the financial condition of any Borrower or any of its Subsidiaries or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (f) shall not be liable to any Lender for any action taken, or inaction, by Agent upon the instructions of Requisite Lenders pursuant to Section 10.2 or refraining to take any action pending such instructions; (g) shall not be liable for any apportionment or distributions of payments made by it pursuant to Section 2.8 absent gross negligence or willful misconduct; (h) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate, message, instrument, writing or other communication (which may be by telephone, facsimile, telegram, cable, telex, or electronic mail) believed in good faith by it to be genuine and signed or sent by the proper party or parties; (i) shall not be liable to confirm the satisfaction of any condition set forth herein or in any of the other Loan Documents other than to confirm receipt of items expressly required to be delivered solely to Agent; (j) shall not be liable for the value of the Loan Collateral; (k) shall not be liable for any loss or depreciation of, lack of insurance on, or failure to realize on, any Loan Collateral or for the failure or delay in collecting or receiving payment of any sums from a Borrower or any of its Subsidiaries, or for any mistake, omission, or error of judgment in passing upon or accepting any Loan Collateral, or in the making of any examination, or for granting extensions or indulgences to a Borrower or any of its Subsidiaries permitted to be made hereunder or any of the other Loan Documents; (l) shall not be liable with respect to the income or withholding Tax status with respect to any interest on, or fees in respect of, the Loans; and (m) may assume that no Default or Event of Default has occurred and is continuing, unless Agent has actual knowledge thereof, has received notice from a Borrower or the Accountants stating the nature of the Default or Event of Default, or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuing.

Nature of Duties of Agent. The Agent shall not have no any duties or responsibilities obligations except those expressly set forth in this Agreement and the other Loan Documents. Neither Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith except to the extent caused by its or their gross negligence or willful misconduct. The duties of Agent shall be mechanical and administrative in nature. Agent shall not have by reason of this Agreement or the other Loan Documents a fiduciary relationship or duty in respect of any Lender. Without limitation of limiting the generality of the foregoing, Agent: (a) may treat each Lender party hereto as the holder Agent shall not be subject to any fiduciary or other implied duties, regardless of Obligations until Agent receives written notice whether a Default or an Event of the assignment or transfer of such Lender’s portion of the Obligations signed by such Lender Default has occurred and in form satisfactory to Agent in the exercise of its discretion in good faith; is continuing, (b) may consult with legal counselthe Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, independent public accountants except those discretionary rights and powers expressly contemplated by the Loan Documents that the Agent is required to exercise in writing by the Required Lenders (or such other experts selected number or percentage of the Lenders as shall be necessary under the circumstances as provided herein), and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by it and the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or omitted to be not taken in good faith by it it, its sub-agents or them in accordance attorneys-in-fact with the advice consent or at the request of the Required Lenders (or such counsel, accountants other number or experts; (cpercentage of the Lenders as shall be necessary under the circumstances as provided herein) makes no warranties in the absence of its own gross negligence or representations to any Lender and willful misconduct. The Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. The Agent shall not be deemed to have knowledge of any Lender Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or any Lender, and the Agent shall not be responsible for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, warranties warranty or representations representation made in or in connection with this Agreement any Loan Document, (ii) the contents of any certificate, report or any other Loan Documents; document delivered hereunder or thereunder or in connection herewith or therewith, (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the termscovenants, covenants agreements, or other terms and conditions of this Agreement or set forth in any Loan Document, (iv) the other Loan Documents on the part of any Borrower or any of its Subsidiaries, to inspect any of the Property (including the books and records) of any Borrower or any of its Subsidiaries, to monitor the financial condition of any Borrower or any of its Subsidiaries or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency effectiveness or value genuineness of this Agreement or the other any Loan Documents Document or any other agreement, instrument or document furnished pursuant hereto or thereto; (f) shall not be liable to any Lender for any action takendocument, or inaction, by Agent upon the instructions of Requisite Lenders pursuant to Section 10.2 or refraining to take any action pending such instructions; (gv) shall not be liable for any apportionment or distributions of payments made by it pursuant to Section 2.8 absent gross negligence or willful misconduct; (h) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate, message, instrument, writing or other communication (which may be by telephone, facsimile, telegram, cable, telex, or electronic mail) believed in good faith by it to be genuine and signed or sent by the proper party or parties; (i) shall not be liable to confirm the satisfaction of any condition set forth herein in Article III or elsewhere in any of the other Loan Documents Document, other than to confirm receipt of items expressly required to be delivered solely to the Agent; . The Agent may consult with legal counsel (j) shall not be liable including counsel for the value of the Loan Collateral; (kBorrower) shall not be liable for any loss or depreciation of, lack of insurance on, or failure concerning all matters pertaining to realize on, any Loan Collateral or for the failure or delay in collecting or receiving payment of any sums from a Borrower or any of its Subsidiaries, or for any mistake, omission, or error of judgment in passing upon or accepting any Loan Collateral, or in the making of any examination, or for granting extensions or indulgences to a Borrower or any of its Subsidiaries permitted to be made hereunder or any of the other Loan Documents; (l) shall not be liable with respect to the income or withholding Tax status with respect to any interest on, or fees in respect of, the Loans; and (m) may assume that no Default or Event of Default has occurred and is continuing, unless Agent has actual knowledge thereof, has received notice from a Borrower or the Accountants stating the nature of the Default or Event of Default, or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuingduties.

Nature of Duties of Agent. The Agent shall not have no any duties or responsibilities obligations except those expressly set forth in this Credit Agreement and the other Loan Documents. Neither Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith except to the extent caused by its or their gross negligence or willful misconduct. The duties of Agent shall be mechanical and administrative in nature. Agent shall not have by reason of this Agreement or the other Loan Documents a fiduciary relationship or duty in respect of any Lender. Without limitation of limiting the generality of the foregoing, Agent: (a) may treat each Lender party hereto as the holder Agent shall not be subject to any fiduciary or other implied duties, regardless of Obligations until Agent receives written notice whether a Default or an Event of the assignment or transfer of such Lender’s portion of the Obligations signed by such Lender Default has occurred and in form satisfactory to Agent in the exercise of its discretion in good faith; is continuing, (b) may consult with legal counselthe Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, independent public accountants except those discretionary rights and powers expressly contemplated by the Loan Documents that the Agent is required to exercise in writing by the Required Lenders (or such other experts selected number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10(d)), and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by it and the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or omitted to be not taken in good faith by it it, its sub-agents or them in accordance attorneys-in-fact with the advice consent or at the request of the Required Lenders (or such counsel, accountants other number or experts; (cpercentage of the Lenders as shall be necessary under the circumstances as provided in Section 10(d)) makes no warranties or representations to any Lender and in the absence of its own gross negligence or willful misconduct. The Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. The Agent shall not be deemed to have knowledge of any Lender Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a "Default" or "Event of Default" hereunder) is given to the Agent by the Borrower or any Lender, and the Agent shall not be responsible for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, warranties warranty or representations representation made in or in connection with this Agreement any Loan Document, (ii) the contents of any certificate, report or any other Loan Documents; document delivered hereunder or thereunder or in connection herewith or therewith, (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the termscovenants, covenants agreements, or other terms and conditions of this Agreement or set forth in any Loan Document, (iv) the other Loan Documents on the part of any Borrower or any of its Subsidiaries, to inspect any of the Property (including the books and records) of any Borrower or any of its Subsidiaries, to monitor the financial condition of any Borrower or any of its Subsidiaries or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency effectiveness or value genuineness of this Agreement or the other any Loan Documents Document or any other agreement, instrument or document furnished pursuant hereto or thereto; (f) shall not be liable to any Lender for any action takendocument, or inaction, by Agent upon the instructions of Requisite Lenders pursuant to Section 10.2 or refraining to take any action pending such instructions; (gv) shall not be liable for any apportionment or distributions of payments made by it pursuant to Section 2.8 absent gross negligence or willful misconduct; (h) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate, message, instrument, writing or other communication (which may be by telephone, facsimile, telegram, cable, telex, or electronic mail) believed in good faith by it to be genuine and signed or sent by the proper party or parties; (i) shall not be liable to confirm the satisfaction of any condition set forth herein in Section 6 or elsewhere in any of the other Loan Documents Document, other than to confirm receipt of items expressly required to be delivered solely to the Agent; . The Agent may consult with legal counsel (j) shall not be liable including counsel for the value of the Loan Collateral; (kBorrower) shall not be liable for any loss or depreciation of, lack of insurance on, or failure concerning all matters pertaining to realize on, any Loan Collateral or for the failure or delay in collecting or receiving payment of any sums from a Borrower or any of its Subsidiaries, or for any mistake, omission, or error of judgment in passing upon or accepting any Loan Collateral, or in the making of any examination, or for granting extensions or indulgences to a Borrower or any of its Subsidiaries permitted to be made hereunder or any of the other Loan Documents; (l) shall not be liable with respect to the income or withholding Tax status with respect to any interest on, or fees in respect of, the Loans; and (m) may assume that no Default or Event of Default has occurred and is continuing, unless Agent has actual knowledge thereof, has received notice from a Borrower or the Accountants stating the nature of the Default or Event of Default, or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuingduties.

Nature of Duties of Agent. The Agent shall not have no any duties or responsibilities obligations except those expressly set forth in this Agreement and the other Loan Documents. Neither Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith except to the extent caused by its or their gross negligence or willful misconduct. The duties of Agent shall be mechanical and administrative in nature. Agent shall not have by reason of this Agreement or the other Loan Documents a fiduciary relationship or duty in respect of any Lender. Without limitation of limiting the generality of the foregoing, Agent: (a) may treat each Lender party hereto as the holder Agent shall not be subject to any fiduciary or other implied duties, regardless of Obligations until Agent receives written notice whether a Default or an Event of the assignment or transfer of such Lender’s portion of the Obligations signed by such Lender Default has occurred and in form satisfactory to Agent in the exercise of its discretion in good faith; is continuing, (b) may consult with legal counselthe Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, independent public accountants except those discretionary rights and powers expressly contemplated by the Loan Documents that the Agent is required to exercise in writing by the Required Lenders (or such other experts selected number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by it and the Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or omitted to be not taken in good faith by it it, its sub-agents or them in accordance attorneys-in-fact with the advice consent or at the request of the Required Lenders (or such counselother number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct. The Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a “Default” or “Event of Default” hereunder) is given to the Agent by a Loan Party or any Lender, accountants or experts; (c) makes no warranties or representations to any Lender and the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any Lender for any recitalsstatement, statements, warranties warranty or representations representation made in or in connection with this Agreement any Loan Document, (ii) the contents of any certificate, report or any other Loan Documents; document delivered hereunder or thereunder or in connection herewith or therewith, (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the termscovenants, covenants agreements, or other terms and conditions of this Agreement or set forth in any Loan Document, (iv) the other Loan Documents on the part of any Borrower or any of its Subsidiaries, to inspect any of the Property (including the books and records) of any Borrower or any of its Subsidiaries, to monitor the financial condition of any Borrower or any of its Subsidiaries or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency effectiveness or value genuineness of this Agreement or the other any Loan Documents Document or any other agreement, instrument or document furnished pursuant hereto or thereto; (f) shall not be liable to any Lender for any action takendocument, or inaction, by Agent upon the instructions of Requisite Lenders pursuant to Section 10.2 or refraining to take any action pending such instructions; (gv) shall not be liable for any apportionment or distributions of payments made by it pursuant to Section 2.8 absent gross negligence or willful misconduct; (h) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate, message, instrument, writing or other communication (which may be by telephone, facsimile, telegram, cable, telex, or electronic mail) believed in good faith by it to be genuine and signed or sent by the proper party or parties; (i) shall not be liable to confirm the satisfaction of any condition set forth herein in Article III or elsewhere in any of the other Loan Documents Document, other than to confirm receipt of items expressly required to be delivered solely to the Agent; . The Agent may consult with legal counsel (j) shall not be liable including counsel for the value of the Loan Collateral; (kBorrower) shall not be liable for any loss or depreciation of, lack of insurance on, or failure concerning all matters pertaining to realize on, any Loan Collateral or for the failure or delay in collecting or receiving payment of any sums from a Borrower or any of its Subsidiaries, or for any mistake, omission, or error of judgment in passing upon or accepting any Loan Collateral, or in the making of any examination, or for granting extensions or indulgences to a Borrower or any of its Subsidiaries permitted to be made hereunder or any of the other Loan Documents; (l) shall not be liable with respect to the income or withholding Tax status with respect to any interest on, or fees in respect of, the Loans; and (m) may assume that no Default or Event of Default has occurred and is continuing, unless Agent has actual knowledge thereof, has received notice from a Borrower or the Accountants stating the nature of the Default or Event of Default, or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuingduties.

Nature of Duties of Agent. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the other Loan DocumentsAgreement. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith except to the extent herewith, unless caused by its or their gross negligence or willful misconduct. The Agent shall exercise the same standard of care in performing its duties and discharging its responsibilities as Agent for the Banks as it exercises when acting solely for its own account as a lender. The duties of the Agent shall be mechanical and administrative in nature. ; the Agent shall not have by reason of this Agreement or the other Loan Documents a fiduciary relationship or duty in respect of any Lender. Without limitation of the generality of the foregoingBank; and nothing in this Agreement, Agent: (a) may treat each Lender party hereto as the holder of Obligations until Agent receives written notice of the assignment expressed or transfer of such Lender’s portion of the Obligations signed by such Lender and in form satisfactory implied, is intended to Agent in the exercise of its discretion in good faith; (b) may consult with legal counsel, independent public accountants and other experts selected by it and or shall not be liable for any action taken or omitted to be taken in good faith by it or them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranties or representations to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations made in or in connection with this Agreement or any other Loan Documents; (d) shall not have any duty to ascertain or to inquire so construed as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Borrower or any of its Subsidiaries, to inspect any of the Property (including the books and records) of any Borrower or any of its Subsidiaries, to monitor the financial condition of any Borrower or any of its Subsidiaries or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (f) shall not be liable to any Lender for any action taken, or inaction, by Agent impose upon the instructions of Requisite Lenders pursuant to Section 10.2 or refraining to take Agent any action pending such instructions; (g) shall not be liable for any apportionment or distributions of payments made by it pursuant to Section 2.8 absent gross negligence or willful misconduct; (h) shall incur no liability under or obligations in respect of this Agreement except as expressly set forth herein. The Agent, by fax, shall send each Bank (i) a copy of each request for an Advance within one (1) day after the Agent's receipt of the request, and (ii) within one (1) day after the receipt of its request, notice of each request for a Letter of Credit and Acceptances. The Agent is hereby expressly authorized on behalf of the Banks, without hereby limiting any implied authority, (a) to receive on behalf of each of the Banks any payment of principal of or interest on the Loans, any amounts due in respect of Letters of Credit and Acceptance, fees and all other amounts accrued hereunder paid to the Agent, and to distribute to each Bank its Pro Rata Share of all payments so received (except as otherwise provided in Section 2.7.3, or elsewhere herein to the extent any of such amounts are for the account of the Agent or the Issuer), (b) to distribute to each Bank copies of all notices, agreements and other material as provided for in this Agreement and the other Loan Documents as received by acting upon the Agent (but without obligating the Agent to do so except as expressly set forth herein) and (c) to take all actions with respect to this Agreement and the other Loan Documents as are specifically delegated to the Agent. The Banks hereby acknowledge that the Agent shall be under no duty to take any notice, consent, certificate, message, instrument, writing or other communication (which may be by telephone, facsimile, telegram, cable, telex, or electronic mail) believed in good faith by it discretionary action permitted to be genuine and signed or sent taken by the proper party Agent pursuant to the provisions of this Agreement or parties; (i) shall not be liable to confirm the satisfaction of any condition set forth herein or in any of the other Loan Documents other than unless it shall be requested in writing to confirm receipt of items expressly required to be delivered solely to Agent; (j) shall not be liable for do so by the value Required Lenders, or all of the Loan Collateral; (k) shall not be liable for any loss or depreciation of, lack of insurance on, or failure to realize on, any Loan Collateral or for the failure or delay in collecting or receiving payment of any sums from a Borrower or any of its Subsidiaries, or for any mistake, omission, or error of judgment in passing upon or accepting any Loan Collateral, or in the making of any examination, or for granting extensions or indulgences to a Borrower or any of its Subsidiaries permitted to be made hereunder or any of the other Loan Documents; (l) shall not be liable with respect to the income or withholding Tax status with respect to any interest on, or fees in respect of, the Loans; and (m) may assume that no Default or Event of Default has occurred and is continuing, unless Agent has actual knowledge thereof, has received notice from a Borrower or the Accountants stating the nature of the Default or Event of Default, or has received notice from a Lender stating the nature of the Default or Event of Default and that such Lender considers the Default or Event of Default to have occurred and to be continuingBanks.

Nature of Duties of Agent. (a) Agent shall not have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement and the other Loan Documents; provided, however, that Agent shall have no duties, obligations or responsibilities hereunder or under the other Loan Documents nor any obligation or duty to act or refrain from acting under this Agreement or the other Loan Documents, unless and until such time as Agent has received the Agent’s Fee described in Section 3.2(a), it being acknowledged and agreed that such Agent’s Fee is due and payable to Agent upon Agent’s execution of this Agreement. Neither Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith except to the extent herewith, unless caused by its or their gross negligence or willful misconduct. The duties of Agent shall be mechanical mechanical, ministerial and administrative in nature. ; Agent shall not have by reason of this Agreement or the other Loan Documents a fiduciary relationship or duty in respect of any Lender. Without limitation of the generality of the foregoing, Agent: (a) may treat each Lender party hereto as the holder of Obligations until Agent receives written notice of the assignment or transfer of such Lender’s portion of the Obligations signed by such Lender ; and nothing in form satisfactory to Agent in the exercise of its discretion in good faith; (b) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it or them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranties or representations to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations made in or in connection with this Agreement or any other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any Borrower obligations or any of its Subsidiaries, to inspect any of the Property (including the books and records) of any Borrower or any of its Subsidiaries, to monitor the financial condition of any Borrower or any of its Subsidiaries or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (f) shall not be liable to any Lender for any action taken, or inaction, by Agent upon the instructions of Requisite Lenders pursuant to Section 10.2 or refraining to take any action pending such instructions; (g) shall not be liable for any apportionment or distributions of payments made by it pursuant to Section 2.8 absent gross negligence or willful misconduct; (h) shall incur no liability under or duties in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate, message, instrument, writing or other communication (which may be by telephone, facsimile, telegram, cable, telex, or electronic mail) believed in good faith by it to be genuine and signed or sent by the proper party or parties; (i) shall not be liable to confirm the satisfaction of any condition except as expressly set forth herein herein. Notwithstanding any provision in this Agreement or in any of the other Loan Documents to the contrary, Agent shall have no obligation to prepare, complete, fill out, delivery or supply any tax forms or other than tax reports or documents relating to confirm receipt of items expressly required to the Loans, the payments received under this Agreement and the other Loan Documents from Borrower or the other transactions contemplated under this Agreement and the other Loan Documents and each Lender shall be delivered solely to Agent; (j) shall not be liable for the value of the Loan Collateral; (k) shall not be liable responsible for any loss or depreciation ofsuch tax forms, lack of insurance onreports and documents that might be required in connection with the Loans, or failure to realize on, any the payments received under this Agreement and the other Loan Collateral or for the failure or delay in collecting or receiving payment of any sums Documents from a Borrower or any of its Subsidiaries, or for any mistake, omission, or error of judgment in passing upon or accepting any Loan Collateral, or in the making of any examination, or for granting extensions or indulgences to a Borrower or any of its Subsidiaries permitted to be made hereunder or any of other transactions contemplated under this Agreement and the other Loan Documents; (l) . Each Lender acknowledges and agrees that in no event shall not Agent be liable with respect to the income responsible for any incidental or withholding Tax status with respect to consequential damages and each Lender hereby waives any interest on, right or fees in respect of, the Loans; and (m) may assume that no Default or Event of Default has occurred and is continuing, unless claim against Agent has actual knowledge thereof, has received notice from a Borrower or the Accountants stating the nature of the Default or Event of Default, or has received notice from a Lender stating the nature of the Default or Event of Default and that for any such Lender considers the Default or Event of Default to have occurred and to be continuingdamages.