Common use of No Agent Clause in Contracts

No Agent. Related Person shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person's own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by an Agent-Related Person under or in connection herewith, or in connection with, the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. No Agent-Related Person shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Borrower to an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower. The Agents are not trustees for the Lenders and owe no fiduciary duty to the Lenders.

No Agent. Related Person shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection herewith with this Agreement or in connection with any of other Loan Document or the other Credit Documents transactions contemplated hereby (except for its own gross negligence, bad faith, willful misconduct or material breach of the Loan Documents in connection with its duties expressly set forth herein, to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction), (ii) liable for any action taken or not taken by it (A) with the consent or at the request of the Required Lenders (or such Person's own gross negligence other number or willful misconductpercentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (bB) in the absence of its own gross negligence, willful misconduct or material breach of the Loan Documents as determined by the final, non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein, (iii) responsible in any manner to any of the Lenders Lender or participant for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by the Borrower any Loan Party or any officer thereof, contained herein or in any of the other Credit Documents Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by an Agent-Related Person the Administrative Agent under or in connection herewith, or in connection with, this Agreement or any other Loan Document, (iv) responsible for or have any duty to ascertain or inquire into the other Credit Documentsvalidity, or effectiveness, genuineness, enforceability or sufficiency therefor of this Agreement or any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any of Lien, or security interest created or purported to be created under the other Credit Collateral Documents, or for any failure of the Borrower any Loan Party or any other party to any Loan Document to perform its obligations hereunder hereunder, (v) responsible for or thereunderhave any duty to ascertain or inquire into the value or the sufficiency of any Collateral or (vi) responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. No Agent-Related Person shall be responsible under any obligation to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Borrower to an Agent-Related Person or any Lender or be required participant to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein conditions of, this Agreement or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default other Loan Document, or to inspect the properties, books or records of the Borrowerany Loan Party or any Affiliate thereof. The Agents are Administrative Agent shall not trustees for the Lenders and owe no fiduciary be responsible or have any liability for, or have any duty to ascertain, inquire into monitor or enforce, compliance with the Lendersprovisions relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information, to, or the restriction on any exercise of rights or remedies of, any Disqualified Institution.

No Agent. Related Person shall be (a) be liable to any Lender for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection herewith with this Agreement or any other Loan Document or the transactions contemplated hereby, including their respective activities in connection with any the syndication of the other Credit Documents credit facilities provided for herein as well as activities as Administrative Agent or Revolver Agent, as applicable (except for its or such Person's own gross negligence or willful misconduct) , as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any of the Lenders Lender or participant for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by the Borrower any Loan Party or any officer thereof, contained herein or in any of the other Credit Documents Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by an the Administrative Agent or Revolver Agent-Related Person , as applicable, under or in connection herewith, or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral #96808608v5 Documents, or enforceability or sufficiency therefor the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the other Credit DocumentsAdministrative Agent or Revolver Agent, as applicable, or for any failure of the Borrower any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be responsible under any obligation to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Borrower to an Agent-Related Person or any Lender or be required participant to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein conditions of, this Agreement or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. No Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the Borrower. The Agents are not trustees for other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders or Required Revolving Credit Lenders, as applicable (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or Required Revolving Credit Lenders, as applicable (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), or in the absence of its own gross negligence or willful misconduct. Reliance by Agents . Each Agent shall be entitled to rely, and owe no fiduciary duty shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent and shall not incur any liability for relying thereon. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or Required Revolving Credit Lenders, as applicable, as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or Required Revolving Credit Lenders, as applicable (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent or Revolver Agent, as applicable, shall have received #96808608v5 notice from such Lender prior to the Lendersproposed Closing Date specifying its objection thereto.

No Agent. Related Person shall be (a) be liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection herewith with this Agreement or in connection with any of other Loan Document or the other Credit Documents transactions contemplated hereby (except for its or such Person's own gross negligence or willful misconduct) , as determined by the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any of the Lenders Lender or Participant for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by the Borrower any Loan Party or any officer thereof, contained herein or in any of the other Credit Documents Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by an Agent-Related Person the Administrative Agent or the Collateral Agent under or in connection herewith, or in connection with, the this Agreement or any other Credit DocumentsLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency therefor of this Agreement or any other Loan Document, the existence, value or collectability of the Collateral, any failure to monitor or maintain any part of the Collateral, or the perfection or priority of any of Lien or security interest created or purported to be created under the other Credit Collateral Documents, or for any failure of the Borrower any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be responsible under any obligation to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Borrower to an Agent-Related Person or any Lender or be required participant to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein conditions of, this Agreement or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. Notwithstanding the Borrower. The Agents are foregoing, neither the Administrative Agent nor the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or Collateral Agent (as applicable) is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent or Collateral Agent (as applicable) shall not trustees be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or Collateral Agent (as applicable) to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. -189- Reliance by Agents.SECTION 9.04 Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and owe no fiduciary duty all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

No Agent. Related Person shall be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection herewith with this Agreement or in connection with any of other Loan Document or the other Credit Documents transactions contemplated hereby (except for its own gross negligence, bad faith, willful misconduct or material breach of the Loan Documents in connection with its duties expressly set forth herein, to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction), (ii) liable for any action taken or not taken by it (A) with the consent or at the request of the Required Lenders (or such Person's own gross negligence other number or willful misconductpercentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (bB) in the absence of its own gross negligence, willful misconduct or material breach of the Loan Documents as determined by the final, non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein, (iii) responsible in any manner to any of the Lenders Lender or participant for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by the Borrower any Loan Party or any officer thereof, contained herein or in any of the other Credit Documents Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by an Agent-Related Person the Administrative Agent under or in connection herewith, or in connection with, this Agreement or any other Loan Document, (iv) responsible for or have any duty to ascertain or inquire into the other Credit Documentsvalidity, or effectiveness, genuineness, enforceability or sufficiency therefor of this Agreement or any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any of Lien, or security interest created or purported to be created under the other Credit Collateral Documents, or for any failure of the Borrower any Loan Party or any other party to any Loan Document to perform its obligations hereunder hereunder, (v) responsible for or thereunderhave any duty to ascertain or inquire into the value or the sufficiency of any Collateral or (vi) responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. No Agent-Related Person shall be responsible under any obligation to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Borrower to an Agent-Related Person or any Lender or be required participant to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein conditions of, this Agreement or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default other Loan Document, or to inspect the properties, books or records of the Borrowerany Loan Party or any Affiliate thereof. The Agents are Administrative Agent shall not trustees for the Lenders and owe no fiduciary be responsible or have any liability for, or have any duty to ascertain, inquire into monitor or enforce, compliance with the Lendersprovisions relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not have any liability with respect to or arising out of any 0000-0000-0000 153 assignment or participation of loans, or disclosure of confidential information, to, or the restriction on any exercise of rights or remedies of, any Disqualified Institution.

No Agent. Related Person shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person's own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other document written or oral statement referred to or provided for in, or received by an Agent-Related Person under or in connection herewith, herewith or in connection with, with the other Credit Documents, or the enforceability or sufficiency therefor of this Credit Agreement or any of the other Credit Documents, or for any failure of the Borrower Credit Parties to perform its their obligations hereunder or thereunder. No Agent-Related Person shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Credit Parties in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Borrower Credit Parties to an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the BorrowerCredit Parties. The Agents are not trustees No Agent-Related Person is a trustee for the Lenders and owe no or owes any fiduciary duty to the Lenders.

No Agent. Related Person shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person's own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other document written or oral statement referred to or provided for in, or received by an Agent-Related Person under or in connection herewith, herewith or in connection with, with the other Credit Documents, or the enforceability or sufficiency therefor of this Credit Agreement or any of the other Credit Documents, or for any failure of the Borrower Credit Parties to perform its their obligations hereunder or thereunder. No Agent-Related Person shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Credit Parties in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Borrower Credit Parties to an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Term Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the BorrowerCredit Parties. The Agents are not trustees No Agent-Related Person is a trustee for the Lenders and owe no or owes any fiduciary duty to the Lenders.

No Agent. Related Person shall be (a) be liable to any Lender for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection herewith with this Agreement or any other Loan Document or the transactions contemplated hereby, including their respective activities in connection with any the syndication of the other Credit Documents credit facilities provided for herein as well as activities as Administrative Agent (except for its or such Person's own gross negligence or willful misconduct) or , as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), (b) be responsible in any manner to any of the Lenders Lender or participant for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by the Borrower any Loan Party or any officer thereof, contained herein or in any of the other Credit Documents Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by an Agent-Related Person the Administrative Agent under or in connection herewith, or in connection with, the this Agreement or any other Credit DocumentsLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency therefor of this Agreement or any other Loan Document, or the validity, perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, the value or sufficiency of any Collateral or the satisfaction of any condition set forth in Article IV or elsewhere herein, other Credit Documentsthan to confirm receipt of items expressly required to be delivered to the Administrative Agent, or for any failure of the Borrower any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunderthereunder or (c) be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders; further, without limiting the generality of the foregoing clause (c), no Agent-Related Person shall (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender. No Agent-Related Person shall be responsible under any obligation to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by an Agent-Related Person to the Lenders or by or on behalf of the Borrower to an Agent-Related Person or any Lender or be required participant to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein conditions of, this Agreement or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. No Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the Borrower. The Agents are not trustees for other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), or in the absence of its own gross negligence or willful misconduct, as determined by the final and owe no fiduciary duty to the Lendersnon-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein.