Common use of Scope of Agency Clause in Contracts

Scope of Agency. Neither the Agent nor any of its directors, officers or agents shall be liable for any action taken or omitted by any of them hereunder or under the Notes, except for its, his or her own gross negligence or willful misconduct and except as provided in Section 9.3; or be responsible for any recitals, warranties or representations herein or in the Notes or for the execution or validity of this Agreement or the Notes; or be required to make any inquiry concerning the performance by the Company of any of its obligations under this Agreement or the Notes. In the absence of gross negligence or willful misconduct, the Agent shall be entitled to rely, without liability therefor, upon any certificate or other document or other communication believed by it to be genuine and correct and to have been signed or sent by the proper officer or Person and upon the advice of legal counsel (which may be legal counsel for the Company), independent public accountants and other experts concerning all matters pertaining to the agency. The Company agrees, upon demand, to pay or to reimburse the Agent for the payment of all reasonable compensation of such counsel, accountants and other experts and all other reasonable out-of-pocket expenses of the Agent. To the extent that the Company shall fail to pay or to reimburse the Agent for the payment of the same, each Bank shall reimburse the Agent pro rata in accordance with the Commitments, and any such amount so paid shall be immediately due and payable to the Banks by the Company. The Banks agree to indemnify the Agent ratably in accordance with the Commitments for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in its capacity as such in any way relating to or arising out of this Agreement or the transactions contemplated hereby, provided that no Bank shall be liable for any of the foregoing to the extent they arise from the Agent's gross negligence or willful misconduct.

Scope of Agency. Neither the Agent nor any of its directors, officers or agents shall be liable for any action taken or omitted by any of them hereunder or under the Notes, Notes or any Guaranty except for its, his or her own gross negligence or willful misconduct and except as provided in Section 9.3misconduct; or be responsible for any recitals, warranties or representations herein or in the Notes or any other agreement to which the Company or any Subsidiary is a party, or for the execution or validity of this Agreement or Agreement, the Notes, the Guaranties or any other agreement to which the Company or any Subsidiary is a party; or be required to make any inquiry concerning the performance by the Company of any of its obligations under this Agreement Agreement, the Notes or any other agreement to which the NotesCompany or any Subsidiary is a party. In the absence of gross negligence or willful misconduct, the Agent shall be entitled to rely, without liability therefor, upon any certificate or other document or other communication believed by it to be genuine and correct and to have been signed or sent by the proper officer or Person person and upon the advice of legal counsel (which may be legal counsel for the Company), independent public accountants and other experts concerning all matters pertaining to the agency. The Company agrees, upon demand, to pay or to reimburse the Agent for the payment of all reasonable compensation of such counsel, accountants and other experts and all other reasonable out-of-pocket expenses of the Agent. To the extent that the Company shall fail to pay or to reimburse the Agent for the payment of any such amounts, the same, each Bank Lenders shall reimburse the Agent for such amounts on a pro rata basis in accordance with the Commitments, and any such amount so paid shall be immediately due and payable to the Banks Lenders by the Company. The Banks Lenders agree to indemnify the Agent ratably in accordance with the their Commitments for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in its capacity as such in any way relating to or arising out of this Agreement or the transactions contemplated hereby, provided that no Bank Lender shall be liable for any of the foregoing to the extent they arise solely from the Agent's gross negligence or willful misconduct.

Scope of Agency. Neither the Agent nor any of its directors, officers or agents shall be liable for any action taken or omitted by any of them hereunder or under the Notes, except for its, his or her own gross negligence or willful misconduct and except as provided in Section 9.3; or be responsible for any recitals, warranties or representations herein or in the Notes Loan Documents or for the execution or validity of this Agreement or the NotesLoan Documents; or be required to make any inquiry concerning the performance by the Company Borrowers of any of its their obligations under this Agreement or the NotesLoan Documents. In the absence of gross negligence or willful misconduct, the Agent shall be entitled to rely, without liability therefor, upon any certificate or other document or other communication believed by it to be genuine and correct and to have been signed or sent by the proper officer or Person and upon the advice of legal counsel (which may be legal counsel for the CompanyBorrowers), independent public accountants and other experts concerning all matters pertaining to the agency. The Company agreesBorrowers agree, upon demand, to pay or to reimburse the Agent for the payment of all reasonable compensation of such counsel, accountants and other experts and all other reasonable out-of-pocket expenses of the Agent. To the extent that the Company Borrowers shall fail to pay or to reimburse the Agent for the payment of the same, each Bank shall reimburse the Agent pro rata in accordance with the Commitmentstheir Pro Rata Shares, and any such amount so paid shall be immediately due and payable to the Banks by the CompanyBorrowers. The Banks agree to indemnify the Agent ratably in accordance with the Commitments for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in its capacity as such in any way relating to or arising out of this Agreement or the transactions contemplated hereby, provided that no Bank shall be liable for any of the foregoing to the extent they arise from the Agent's gross negligence or willful misconduct.

Scope of Agency. Neither The duties and obligations of Paying Agent shall be determined by the express provisions of this Agreement, and Paying Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth herein and no implied covenants shall be read into this Agreement. It is agreed: (i) that except for the provisions of Section 3 hereof, Paying Agent shall have no liability for payment of principal or interest on, nor for any payment with respect to the Notes and in no case shall Paying Agent be deemed an obligor, endorser or guarantor of the Note for any purpose whatsoever; (ii) that Paying Agent shall not be liable to Company nor any holder of its directors, officers or agents the Notes for any interest which may accrue after maturity on the Notes by reason of Company making available insufficient funds to make the payments to the holder of the Notes; and (iii) that Paying Agent shall have no responsibility to invest moneys received by it under this Agreement. In no case shall Paying Agent be liable for any action taken or omitted by any for: (a) Company’s lack of them hereunder or under the Notesgood faith, except for its, his or her own gross negligence or willful misconduct and except as provided in Section 9.3; or be responsible for any recitals, warranties or representations herein or in the Notes or for the execution or validity of this Agreement or the Notes; or be required to make any inquiry concerning the performance by the Company breach of any representation or warranty of Company hereunder; (b) The reliance on or use by Paying Agent or its obligations under this Agreement agents or the Notes. In the absence subcontractors of gross negligence any (i) information, records, data, and documents which have been prepared and/or maintained by Company or willful misconductany other person or firm on behalf of Company, the including any former paying agent or registrar, and provided to Paying Agent shall be entitled to rely, without liability therefor, upon any certificate or other its agents or subcontractors; (ii) paper or document or other communication reasonably believed by it to be genuine and correct and to have been signed or sent by the proper officer person or Person persons, including Holders and upon the advice their authorized agents or representatives (e.g. power of legal counsel attorney); and (which may be legal counsel for the Company), independent public accountants iii) electronic instructions from Company or Holders and other experts concerning all matters pertaining their authorized agents or representatives (e.g. power of attorney) submitted through any electronic means pursuant to the agency. security procedures established by Paying Agent; (c) The Company agrees, upon demand, to pay or to reimburse the Agent for the payment negotiation and processing of all reasonable compensation checks; and (d) The recognition, acceptance, or processing by Paying Agent of such counsel, accountants and other experts and all other reasonable out-of-pocket expenses Note certificates which are reasonably believed to bear the proper manual or facsimile signatures of the Agent. To the extent that the Company shall fail to pay or to reimburse the Agent for the payment officers of the same, each Bank shall reimburse the Agent pro rata in accordance with the CommitmentsCompany, and any such amount so paid shall be immediately due and payable to the Banks by the Company. The Banks agree to indemnify the Agent ratably in accordance with the Commitments for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements proper countersignature of any kind transfer agent or nature whatsoever which may be imposed onregistrar, incurred by or asserted against the Agent in its capacity as such in any way relating to of a co-transfer agent or arising out of this Agreement or the transactions contemplated hereby, provided that no Bank shall be liable for any of the foregoing to the extent they arise from the Agent's gross negligence or willful misconductco-registrar.

Scope of Agency. Neither The duties and obligations of Paying Agent shall be determined by the express provisions of this Agreement, and Paying Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth herein and no implied covenants shall be read into this Agreement. It is agreed: (i) that except for the provisions of Section 3 hereof, Paying Agent shall have no liability for payment of principal or interest on, nor for any payment with respect to the Notes and in no case shall Paying Agent be deemed an obligor, endorser or guarantor of the Note for any purpose whatsoever; (ii) that Paying Agent shall not be liable to Company nor any holder of its directors, officers or agents the Notes for any interest which may accrue after maturity on the Notes by reason of Company making available insufficient funds to make the payments to the holder of the Notes; and (iii) that Paying Agent shall have no responsibility to invest moneys received by it under this Agreement. In no case shall Paying Agent be liable for any action taken or omitted by any for: (a) Company's lack of them hereunder or under the Notesgood faith, except for its, his or her own gross negligence or willful misconduct and except as provided in Section 9.3; or be responsible for any recitals, warranties or representations herein or in the Notes or for the execution or validity of this Agreement or the Notes; or be required to make any inquiry concerning the performance by the Company breach of any representation or warranty of Company hereunder; (b) The reliance on or use by Paying Agent or its obligations under this Agreement agents or the Notes. In the absence subcontractors of gross negligence any (i) information, records, data, and documents which have been prepared and/or maintained by Company or willful misconductany other person or firm on behalf of Company, the including any former paying agent or registrar, and provided to Paying Agent shall be entitled to rely, without liability therefor, upon any certificate or other its agents or subcontractors; (ii) paper or document or other communication reasonably believed by it to be genuine and correct and to have been signed or sent by the proper officer person or Person persons, including Holders and upon the advice their authorized agents or representatives (e.g. power of legal counsel attorney); and (which may be legal counsel for the Company), independent public accountants iii) electronic instructions from Company or Holders and other experts concerning all matters pertaining their authorized agents or representatives (e.g. power of attorney) submitted through any electronic means pursuant to the agency. security procedures established by Paying Agent; (c) The Company agrees, upon demand, to pay or to reimburse the Agent for the payment negotiation and processing of all reasonable compensation checks; and (d) The recognition, acceptance, or processing by Paying Agent of such counsel, accountants and other experts and all other reasonable out-of-pocket expenses Note certificates which are reasonably believed to bear the proper manual or facsimile signatures of the Agent. To the extent that the Company shall fail to pay or to reimburse the Agent for the payment officers of the same, each Bank shall reimburse the Agent pro rata in accordance with the CommitmentsCompany, and any such amount so paid shall be immediately due and payable to the Banks by the Company. The Banks agree to indemnify the Agent ratably in accordance with the Commitments for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements proper countersignature of any kind transfer agent or nature whatsoever which may be imposed onregistrar, incurred by or asserted against the Agent in its capacity as such in any way relating to of a co-transfer agent or arising out of this Agreement or the transactions contemplated hereby, provided that no Bank shall be liable for any of the foregoing to the extent they arise from the Agent's gross negligence or willful misconduct.co-registrar

Scope of Agency. Neither the Agent nor any of its directors, officers or agents shall be liable for any action taken or omitted by any of them hereunder or under the Notes, except for its, his or her own gross negligence or willful misconduct and except as provided in Section 9.3; or be responsible for any recitals, warranties or representations herein or in the Notes Loan Documents or for the execution or validity of this Agreement or the NotesLoan Documents; or be required to make any inquiry concerning the performance by the Company Borrowers of any of its their obligations under this Agreement or the NotesLoan Documents. In the absence of gross negligence or willful misconduct, the Agent shall be entitled to rely, without liability therefor, upon any certificate or other document or other communication believed by it to be genuine and correct and to have been signed or sent by the proper officer or Person and upon the advice of legal counsel (which may be legal counsel for the CompanyBorrowers), independent public accountants and other experts concerning all matters pertaining to the agency. The Company agreesBorrowers agree, upon demand, to pay or to reimburse the Agent for the payment of all reasonable compensation of such counsel, accountants and other experts and all other reasonable out-of-pocket expenses of the Agent. To the extent that the Company Borrowers shall fail to pay or to reimburse the Agent for the payment of the same, each Bank shall reimburse the Agent pro rata in accordance with the Commitmentstheir Pro Rata Shares, and any such amount so paid shall be immediately due and payable to the Banks by the CompanyBorrowers. The Banks agree to indemnify the Agent ratably in accordance with the Commitments for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in its capacity as such in any way relating to or 34 arising out of this Agreement or the transactions contemplated hereby, provided that no Bank shall be liable for any of the foregoing to the extent they arise from the Agent's gross negligence or willful misconduct.