Common use of Administrative Agent’s Liability Clause in Contracts

Administrative Agent’s Liability. Neither the Administrative Agent (acting in its capacity as Administrative Agent), nor the Lead Arranger acting in its capacity as Lead Arranger, nor any directors, officers, employees, attorneys, and other agents acting for the Administrative Agent or the Lead Arranger, acting in such capacities respectively, shall be liable to the Lenders or the LC Issuer for any action or omission on their respective parts except for gross negligence, willful misconduct or bad faith. Without limitation of the generality of the foregoing, the Administrative Agent and the Lead Arranger: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives a fully executed copy of any assignment with respect thereto, signed by such payee and in form satisfactory to the Administrative Agent; (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 in accordance with the advice of such counsel, accountants or experts which have been selected by the Administrative Agent with reasonable care; (c) makes no warranty or representation to any Lender and shall not be responsible for any statements, certifications, warranties or representations made in or in connection with this Agreement or any other Loan Document, the Administrative Agent (and to the extent relevant, the Lead Arranger) being entitled to rely conclusively upon such certificates; (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, the Revolving Credit Notes or any other Loan Document or to inspect the property (including the books and records) of the Borrowers; (e) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, or collateral covered by any agreement or any other Loan Document, and (f) shall incur no liability by acting upon any notice, consent, certificate or other instrument or writing believed by it in good faith to be genuine and correct and signed or sent by the proper party or parties. Neither the Administrative Agent, nor the Lead Arranger, nor any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower or any Subsidiary thereof on account of the failure of or delay in performance or breach by any Lender or the LC Issuer of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the LC Issuer or any Borrower of any of its obligations hereunder or under any Loan Document or in connection herewith or therewith. The Lenders and the LC Issuer each hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement, the Revolving Credit Notes or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders.

Administrative Agent’s Liability. Neither the Administrative Agent (acting in its capacity as Administrative Agent), nor the Lead Arranger acting in its capacity as Lead Arranger, ) nor any directors, officers, employees, attorneys, and other agents acting for the Administrative Agent or the Lead ArrangerAgent, acting in such capacities respectively, shall be liable to the Lenders or the LC Issuer for any action or omission on their respective parts except for gross negligence, willful misconduct or bad faith. Without limitation of the generality of the foregoing, the Administrative Agent and the Lead ArrangerAgent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives a fully executed copy of any assignment with respect thereto, signed by such payee and in form reasonably satisfactory to the Administrative Agent; (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 in accordance with the advice of such counsel, accountants or experts which have been selected by the Administrative Agent with reasonable care; (c) makes no warranty or representation to any Lender and shall not be responsible for any statements, certifications, warranties or representations made in or in connection with this Agreement or any other Loan Document, the Administrative Agent (and to the extent relevant, the Lead Arranger) being entitled to rely conclusively upon such certificates; (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, the Revolving Credit Notes or any other Loan Document or to inspect the property (including the books and records) of the Borrowers; (e) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, or collateral covered by any agreement or any other Loan Document, Document and (f) shall incur no liability by acting upon any notice, consent, certificate or other instrument or writing believed by it in good faith to be genuine and correct and signed or sent by the proper party or parties. Neither the Administrative Agent, nor the Lead Arranger, nor any of their respective directors, officers, employees or agents thereof shall have any responsibility to any Borrower the Borrowers or any Subsidiary thereof on account of the failure of or delay in performance or breach by any Lender or the LC Issuer of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the LC Issuer or any Borrower the Borrowers of any of its their respective obligations hereunder or under any Loan Document or in connection herewith or therewith. The Lenders and the LC Issuer each hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement, the Revolving Credit Notes or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders.

Administrative Agent’s Liability. Neither the Administrative Agent (acting in its capacity as Administrative Agent), ) nor the Lead Arranger acting in its capacity as Lead Arranger, nor any directors, officers, employees, attorneys, and other agents acting for the Administrative Agent or the Lead Arranger, acting as the case may be, in such capacities respectively, shall be liable to the Lenders or the LC Issuer for any action or omission on their respective parts except for gross negligence, negligence or willful misconduct or bad faithmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Lead Arranger: (a) may treat the payee of any Revolving Credit Note or Term Note as the holder thereof until the Administrative Agent receives a fully executed copy of any assignment with respect thereto, signed by such payee and in form satisfactory to the Administrative Agent; (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 in accordance with the advice of such counsel, accountants or experts which have been selected by the Administrative Agent with reasonable care; (c) makes no warranty or representation to any Lender Bank and shall not be responsible to any Bank or the Issuing Banks for any statements, certifications, warranties or representations made in or in connection with this Agreement or any other Loan Document, including, without limitation, the truth of the statements made in any certificate delivered by the Borrowers under Section 2, Section 3, Section 4, Section 5 or Section 6 of this Agreement or in any Credit Request, Rate Continuation/Conversion Request, Letter of Credit Facility Application or any other similar notice or delivery, the Administrative Agent (and Lead Arranger to the extent relevant, the Lead Arrangerrelevant thereto) being entitled for the purposes of determining fulfillment of the conditions set forth therein to rely conclusively upon such certificates; (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, the Revolving Credit Notes, the Term Notes or any other Loan Document or to inspect the property (including the books and records) of the Borrowers; (e) shall not be responsible to any Bank or any Issuing Banks for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, or collateral covered by any agreement or any other Loan Document, Document and (f) shall incur no liability under or in respect of this Agreement, the Revolving Credit Notes, the Term Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy, cable or telex) believed by it in good faith to be genuine and correct and signed or sent by the proper party or parties. Neither the Administrative Agent, nor the Lead Arranger, nor any of their respective directors, officers, employees or agents Administrative Agents thereof shall have any responsibility to any Borrower the Borrowers or any Subsidiary thereof Guarantor on account of the failure of or delay in performance or breach by any Lender or the LC Issuer any Issuing Bank of any of its obligations hereunder or to any Lender Bank on account of the failure of or delay in performance or breach by any other Lender Bank or the LC Issuer any other Issuing Bank or any Borrower of any of its their respective obligations hereunder or under any Loan Document or in connection herewith or therewith. The Lenders Banks and the LC Issuer Issuing Banks each hereby acknowledge that the Administrative Agent and the Lead Arranger shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement, the Revolving Credit Notes, the Term Notes or any other Loan Document unless it shall be requested in writing to do so by the Required LendersBanks.

Administrative Agent’s Liability. Neither the Administrative Agent (acting in its capacity as Administrative Agent), ) nor the Lead Arranger acting in its capacity as Lead Arranger, nor any directors, officers, employees, attorneys, and other agents Administrative Agents acting for the Administrative Agent or 100 107 the Lead Arranger, acting as the case may be, in such capacities respectively, shall be liable to the Lenders or the LC Issuer for any action or omission on their respective parts except for gross negligence, negligence or willful misconduct or bad faithmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Lead Arranger: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives a fully executed copy of any assignment with respect thereto, signed by such payee and in form satisfactory to the Administrative Agent; (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 in accordance with the advice of such counsel, accountants or experts which have been selected by the Administrative Agent with reasonable care; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender or the Designated Letter of Credit Issuer for any statements, certifications, warranties or representations made in or in connection with this Agreement or any other Loan Document, including, without limitation, the truth of the statements made in any certificate delivered by the Borrower under Section 2, Section 3, Section 4, Section 7 or Section 8 of this Agreement or in any Credit Request, Rate Continuation/Conversion Request, Reimbursement Agreement or any other similar notice or delivery, the Administrative Agent (and Lead Arranger to the extent relevant, the Lead Arrangerrelevant thereto) being entitled for the purposes of determining fulfillment of the conditions set forth therein to rely conclusively upon such certificates; (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, the Revolving Credit Notes or any other Loan Document or to inspect the property (including the books and records) of the BorrowersBorrower; (e) shall not be responsible to any Lender or the Designated Letter of Credit Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, or collateral covered by any agreement or any other Loan Document, Document and (f) shall incur no liability under or in respect of this Agreement, the Revolving Credit Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy, cable or telex) believed by it in good faith to be genuine and correct and signed or sent by the proper party or parties. Neither the Administrative Agent, nor the Lead Arranger, nor any of their respective directors, officers, employees or agents Administrative Agents thereof shall have any responsibility to any the Borrower or any Subsidiary thereof Guarantor on account of the failure of or delay in performance or breach by any Lender or the LC Designated Letter of Credit Issuer of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the LC Designated Letter of Credit Issuer or any the Borrower of any of its their respective obligations hereunder or under any Loan Document or in connection herewith or therewith. The Lenders and the LC Designated Letter of Credit Issuer each hereby acknowledge that the Administrative Agent and the Lead Arranger shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement, the Revolving Credit Notes or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders.