Common use of Waiver of Liability of Administrative Agent Clause in Contracts

Waiver of Liability of Administrative Agent. The Administrative Agent shall not have any liability or, as the case may be, any duty or obligation: (a) To any Borrower on account for any failure of any Lender to perform, or the delay of any Lender in the performance of, any of its respective obligations under this Agreement or any of the Loan Documents or any of the other documents in connection herewith; (b) To any Lender on account of any failure or delay in performance by any Borrower or any other Lender of any of their respective obligations under this Agreement or any of the Loan Documents or any of the other documents in connection herewith; (c) To any Lender to provide either initially or on a continuing basis any information with respect to any Borrower or any of its Affiliates or Subsidiaries or its condition, or for analyzing or assessing or omitting to analyze or assess the status, creditworthiness or prospects of the Borrowers or any of the Affiliates of Company or any Subsidiaries, provided, however, the Administrative Agent shall promptly provide to each Lender a copy of the documents delivered by Company to the Administrative Agent pursuant to Section 5.2 of this Agreement; (d) To any Lender to investigate whether or not any Default or Event of Default has occurred (and the Agents may assume that, until Administrative Agent shall have actual knowledge or shall have received notice from any Lender or Company, to the contrary, no such Default or Event of Default has occurred); (e) To any Lender to account for any sum or profit or any property of any kind received by any of the Agents or the Issuing Bank arising out of any present or future banking or other relationship with any Borrower or any of the Affiliates of Company or any Subsidiaries, or with any other Person except the relationship established pursuant to this Agreement or the Loan Documents; (f) To any Lender to disclose to any Person any information relating to any Borrower or any of the Affiliates of Company or any Subsidiaries received by the Agents or the Issuing Bank, if in any such party’s reasonable determination (such determination to be conclusive), such disclosure would or might constitute a breach of any law or regulation or be otherwise actionable by suit against such agent or the Issuing Bank by any Borrower or any other Person; (g) To take any action or refrain from taking any action other than as expressly required by this Agreement and the Loan Documents; and (h) To commence any legal action or proceeding arising out of or in connection with this Agreement or the Loan Documents until either of the Administrative Agent or the Issuing Bank, shall have been indemnified to the Administrative Agent’s or the Issuing Bank’s satisfaction against any and all costs, claims and expenses (including, but not limited to, attorneys’ fees and expenses) in respect of such legal action or proceeding.

Waiver of Liability of Administrative Agent. The Administrative Agent shall not have any liability or, as the case may be, any duty or obligation: (a) To any the Borrower or the Company on account for of any failure of any Lender Bank other than the Administrative Agent to perform, or the delay of any Lender Bank other than the Administrative Agent in the performance of, any of its respective obligations under this Agreement or any of Agreement, the Loan Documents Guaranties or any of the other documents in connection herewith; (b) To any Lender Bank on account of any failure or delay in performance by any Borrower either the Borrower, the Company or any other Lender Subsidiary of any of their respective its obligations under this Agreement Agreement, the Guaranties or any of the Loan Documents other documents in connection herewith unless such failure or delay is a result of the Administrative Agent's gross negligence or willful misconduct; (c) To any Bank for (i) the accuracy of any written or oral statements furnished or made by the Borrower, the Company or by any Person (including the Administrative Agent) on behalf of the Borrower or the Company in connection with the Credit, (ii) the accuracy of any representation, warranty or statement made by the Borrower in or pursuant to this Agreement, the Guaranties or any of the other documents in connection herewith, or (iii) the legality, validity, effectiveness, enforceability or sufficiency of this Agreement, the Guaranties, any other document in connection herewith, or any other document referred to herein; (cd) To any Lender Bank to provide either initially or on a continuing basis (except as expressly required by Section 8.3 and 8.6 hereof) any information with respect to any the Borrower or any of its Affiliates or Subsidiaries or its condition, or for analyzing or assessing or omitting to analyze or assess the status, creditworthiness or prospects of the Borrowers Borrower, the Company or any of the Affiliates of Company or any its Subsidiaries, provided, however, the Administrative Agent shall promptly provide to each Lender a copy of the documents delivered by Company to the Administrative Agent pursuant to Section 5.2 of this Agreement; (de) To any Lender Bank to investigate whether or not any Default or Event of Default has occurred (and the Agents Administrative Agent may assume that, until Administrative Agent shall have actual knowledge or shall have received notice from any Lender Bank, the Company or Company, the Borrower to the contrary, no such Default or Event of Default has occurred); (ef) To any Lender Bank to account for any sum or profit or any property of any kind received by any of the Agents or the Issuing Bank Administrative Agent arising out of any present or future banking or other relationship with any the Borrower or any of the Affiliates of Company or any Subsidiaries, or with any other Person except the relationship established pursuant to this Agreement or the Loan DocumentsGuaranties; (fg) To any Lender Bank to disclose to any Person any information relating to any Borrower or any of the Affiliates of Borrower, the Company or any Subsidiaries other Subsidiary received by the Agents or the Issuing BankAdministrative Agent if, if in any such party’s reasonable Administrative Agent's determination (such determination to be conclusive), such disclosure would or might constitute a breach of any law or regulation or be otherwise actionable by suit against such agent or Administrative Agent by the Issuing Bank by any Borrower or any other Person; (gh) To Other than as expressly required by this Agreement or as expressly agreed to by the Banks, to take any action or refrain from taking any action other than as expressly required by this Agreement and the Loan Documentsaction; and (hi) To commence any legal action or proceeding arising out of or in connection with this Agreement or the Loan Documents Guaranties until either of the Administrative Agent or the Issuing Bank, shall have been indemnified by the Borrower or by the Banks according to the their Percentages to Administrative Agent’s or the Issuing Bank’s 's satisfaction against any and all costs, claims and expenses (including, but not limited to, attorneys’ ' fees and expenses) in respect of such legal action or proceeding.

Waiver of Liability of Administrative Agent. The Administrative Agent shall not have any liability or, as the case may be, any duty or obligation: (a) To any Borrower on account for any failure of any Lender to perform, or the delay of any Lender in the performance of, any of its respective obligations under this Agreement or any of the Loan Documents or any of the other documents in connection herewith; (b) To any Lender on account of any failure or delay in performance by any Borrower or any other Lender of any of their respective obligations under this Agreement or any of the Loan Documents or any of the other documents in connection herewith; (c) To any Lender to provide either initially or on a continuing basis any information with respect to any Borrower or any of its Affiliates or Subsidiaries or its condition, or for analyzing or assessing or omitting to analyze or assess the status, creditworthiness or prospects of the Borrowers Borrower or any of the Affiliates of Company Borrower or any Subsidiaries, provided, however, the Administrative Agent shall promptly provide to each Lender a copy of the documents delivered by Company Borrower to the Administrative Agent pursuant to Section 5.2 of this Agreement; (d) To any Lender to investigate whether or not any Default or Event of Default has occurred (and the Agents may assume that, until Administrative Agent shall have actual knowledge or shall have received notice from any Lender or CompanyBorrower, to the contrary, no such Default or Event of Default has occurred); (e) To any Lender to account for any sum or profit or any property of any kind received by any of the Agents or the any Issuing Bank arising out of any present or future banking or other relationship with any Borrower or any of the Affiliates of Company Borrower or any Subsidiaries, or with any other Person except the relationship established pursuant to this Agreement or the Loan Documents; (f) To any Lender to disclose to any Person any information relating to any Borrower or any of the Affiliates of Company Borrower or any Subsidiaries received by the Agents or the any Issuing Bank, if in any such party’s reasonable determination (such determination to be conclusive), such disclosure would or might constitute a breach of any law or regulation or be otherwise actionable by suit against such agent or the any Issuing Bank by any Borrower or any other Person; (g) To take any action or refrain from taking any action other than as expressly required by this Agreement and the Loan Documents; and (h) To commence any legal action or proceeding arising out of or in connection with this Agreement or the Loan Documents until either of the Administrative Agent or the Issuing BankBanks, shall have been indemnified to the Administrative Agent’s or the Issuing Bank’s Banks’ satisfaction against any and all costs, claims and expenses (including, but not limited to, attorneys’ fees and expenses) in respect of such legal action or proceeding.

Waiver of Liability of Administrative Agent. The Administrative Agent shall not have any liability or, as the case may be, any duty or obligation: (a) To any the Borrower or the Company on account for of any failure of any Lender Bank other than the Administrative Agent to perform, or the delay of any Lender Bank other than the Administrative Agent in the performance of, any of its respective obligations under this Agreement or any of Agreement, the Loan Collateral Documents or any of the other documents in connection herewith; (b) To any Lender Bank on account of any failure or delay in performance by any Borrower either the Borrower, the Company or any other Lender Subsidiary of any of their respective its obligations under this Agreement Agreement, the Collateral Documents or any of the Loan other documents in connection herewith unless such failure or delay is a result of the Administrative Agent's gross negligence or willful misconduct; (c) To any Bank for (i) the accuracy of any written or oral statements furnished or made by the Borrower, the Company or by any Person (including the Administrative Agent) on behalf of the Borrower or the Company in connection with the Credit, (ii) the accuracy of any representation, warranty or statement made by the Borrower in or pursuant to this Agreement, the Collateral Documents or any of the other documents in connection herewith, or (iii) the legality, validity, effectiveness, enforceability or sufficiency of this Agreement, the Collateral Documents, any other document in connection herewith, or any other document referred to herein; (cd) To any Lender Bank to provide either initially or on a continuing basis (except as expressly required by Section 8.3 and 8.7 hereof) any information with respect to any the Borrower or any of its Affiliates or Subsidiaries or its condition, or for analyzing or assessing or omitting to analyze or assess the status, creditworthiness or prospects of the Borrowers Borrower, the Company or any of the Affiliates of Company or any its Subsidiaries, provided, however, the Administrative Agent shall promptly provide to each Lender a copy of the documents delivered by Company to the Administrative Agent pursuant to Section 5.2 of this Agreement; (de) To any Lender Bank to investigate whether or not any Default or Event of Default has occurred (and the Agents Administrative Agent may assume that, until Administrative Agent shall have actual knowledge or shall have received notice from any Lender Bank, the Company or Company, the Borrower to the contrary, no such Default or Event of Default has occurred); (ef) To any Lender Bank to account for any sum or profit or any property of any kind received by any of the Agents or the Issuing Bank Administrative Agent arising out of any present or future banking or other relationship with any the Borrower or any of the Affiliates of Company or any Subsidiaries, or with any other Person except the relationship established pursuant to this Agreement or the Loan DocumentsGuaranties; (fg) To any Lender Bank to disclose to any Person any information relating to any Borrower or any of the Affiliates of Borrower, the Company or any Subsidiaries other Subsidiary received by the Agents or the Issuing BankAdministrative Agent if, if in any such party’s reasonable Administrative Agent's determination (such determination to be conclusive), such disclosure would or might constitute a breach of any law or regulation or be otherwise actionable by suit against such agent or Administrative Agent by the Issuing Bank by any Borrower or any other Person; (gh) To Other than as expressly required by this Agreement or as expressly agreed to by the Banks, to take any action or refrain from taking any action other than as expressly required by this Agreement and the Loan Documentsaction; and (hi) To commence any legal action or proceeding arising out of or in connection with this Agreement or the Loan Documents Guaranties until either of the Administrative Agent or the Issuing Bank, shall have been indemnified by the Borrower or by the Banks according to the their Percentages to Administrative Agent’s or the Issuing Bank’s 's satisfaction against any and all costs, claims and expenses (including, but not limited to, attorneys’ ' fees and expenses) in respect of such legal action or proceeding.

Waiver of Liability of Administrative Agent. The Administrative Agent shall not have any liability or, as the case may be, any duty or obligation: (a) To any Borrower on account for any failure of any Lender to perform, or the delay of any Lender in the performance of, any of its respective obligations under this Agreement or any of the Loan Documents or any of the other documents in connection herewith; (b) To any Lender on account of any failure or delay in performance by any Borrower or any other Lender of any of their respective obligations under this Agreement or any of the Loan Documents or any of the other documents in connection herewith; (c) To any Lender to provide either initially or on a continuing basis any information with respect to any Borrower or any of its Affiliates or Subsidiaries or its condition, or for analyzing or assessing or omitting to analyze or assess the status, creditworthiness or prospects of the Borrowers Borrower or any of the Affiliates of Company Borrower or any Subsidiaries, provided, however, the Administrative Agent shall promptly provide to each Lender a copy of the documents delivered by Company Borrower to the Administrative Agent pursuant to Section 5.2 of this Agreement; (d) To any Lender to investigate whether or not any Default or Event of Default has occurred (and the Agents may assume that, until Administrative Agent shall have actual knowledge or shall have received notice from any Lender or CompanyBorrower, to the contrary, no such Default or Event of Default has occurred); (e) To any Lender to account for any sum or profit or any property of any kind received by any of the Agents or the Issuing Bank arising out of any present or future banking or other relationship with any Borrower or any of the Affiliates of Company Borrower or any Subsidiaries, or with any other Person except the relationship established pursuant to this Agreement or the Loan Documents; (f) To any Lender to disclose to any Person any information relating to any Borrower or any of the Affiliates of Company Borrower or any Subsidiaries received by the Agents or the Issuing Bank, if in any such party’s reasonable determination (such determination to be conclusive), such disclosure would or might constitute a breach of any law or regulation or be otherwise actionable by suit against such agent or the Issuing Bank by any Borrower or any other Person; (g) To take any action or refrain from taking any action other than as expressly required by this Agreement and the Loan Documents; and (h) To commence any legal action or proceeding arising out of or in connection with this Agreement or the Loan Documents until either of the Administrative Agent or the Issuing Bank, shall have been indemnified to the Administrative Agent’s or the Issuing Bank’s satisfaction against any and all costs, claims and expenses (including, but not limited to, attorneys’ fees and expenses) in respect of such legal action or proceeding.