Common use of Liability of Agents Clause in Contracts

Liability of Agents. Neither any Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither any Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except in the case of the Administrative Agent receipt of notice required to be given to such Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Liability of Agents. Neither (a) The Agents shall not have any duties or obligations except those expressly set forth herein and the other Loan Documents and no implied duties or obligations shall be read into this Agreement or the other Loan Documents against any Agent. Without limiting the generality of the foregoing, (i) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that each Agent nor is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08), (iii) except as expressly set forth herein, the Agents shall not have any of their respective affiliates nor duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the respective directorsBorrower’s Subsidiaries that is communicated to or obtained by the institution serving as an Agent or any of its Affiliates in any capacity and (iv) the Agents will not be required to take any action that, officersin their opinion or the opinion of their counsel, agents may expose any Agent to liability or employees 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 foregoing automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect. No Agent shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks Lenders (or (iisuch other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08) or in the absence of its own gross negligence negligence, bad faith or willful misconduct. Neither any No Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be deemed to have knowledge of any Event of Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for for, or have any duty to ascertainascertain or inquire into, inquire into or verify (iA) any statement, warranty or representation made in or in connection with this Agreement, (B) the contents of any Loan Document certificate, report or any borrowing hereunder; other document delivered hereunder or in connection herewith, (iiC) the performance or observance of any of the covenants covenants, agreements or agreements other terms or conditions set forth herein, (D) the validity, enforceability, effectiveness or genuineness of the Borrower; this Agreement or any other agreement, instrument or document, or (iiiE) the satisfaction of any condition specified set forth in Article 3Section 4 or elsewhere herein, except in the case of the Administrative Agent other than to confirm receipt of notice items expressly required to be given delivered to such Agent; or . (ivb) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Each Agent shall be entitled to rely upon, and shall not incur any liability by acting in reliance upon for relying upon, any notice, consentrequest, certificate, consent, statement, instrument, document or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine and to have been signed or to be signed sent by the proper party Person. Each Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Without limiting Each Agent may consult with legal counsel (who may be counsel for the generality Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (c) Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its Related Parties. The exculpatory provisions of the foregoingpreceding paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent and any such sub-agent, and shall apply to their respective activities in connection with the use syndication of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely credit facilities provided for herein as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partieswell as activities as Agent.

Liability of Agents. Neither any Agent nor any of their respective affiliates nor any None of the Agents, their affiliates and their respective directors, officers, agents or and employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct. Neither any Agent nor any ; provided that the provisions of their respective affiliates nor any this sentence are for the sole benefit of the Agents, their affiliates and their respective directors, officers, agents or and employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the foregoing Agents, their affiliates and their respective directors, officers, agents and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document this Agreement or any borrowing or any issuance of a Letter of Credit hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 33 except, except in the case of the Administrative Agent Agent, receipt of notice items required to be given delivered to such Agentit; or (iv) the validity, effectiveness or genuineness of any Loan Document this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in the Loan Documents this Agreement with reference to the Agents any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Liability of Agents. Neither any As between each Agent on the one hand and the Banks on the other hand, none of the Agents nor any of their respective affiliates nor any of the their respective directors, officers, agents or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither any As between each Agent on the one hand and the Banks on the other hand, none of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Loan Document Document, or any borrowing Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any other Loan Party; (iii) the satisfaction of any condition specified in Article 3III, except in the case of the Administrative Agent receipt of notice items required to be given delivered to such Agent; , or (iv) the validity, effectiveness or genuineness of any this Agreement, the other Loan Document Documents or any other instrument or writing furnished in connection herewith. No As between each Agent on the one hand and the Banks on the other hand, none of the Agents shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality The Administrative Agent shall not be deemed to have knowledge or notice of the foregoingoccurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Bank or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order 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 the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Bank, the use of Administrative Agent may presume that such condition is satisfactory to such Bank unless the term “agent” in the Loan Documents with reference Administrative Agent shall have received notice to the Agents is not intended contrary from such Bank prior to connote any fiduciary the applicable extension of credit or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. Neither any As between each Agent on the one hand and the Banks on the other hand, none of the Agents nor any of their respective affiliates nor any of the their respective directors, officers, agents or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither any As between each Agent on the one hand and the Banks on the other hand, none of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Loan Document Document, or any borrowing Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any other Covered Party; (iii) the satisfaction of any condition specified in Article 3III, except in the case of the Administrative Agent receipt of notice items required to be given delivered to such Agent; or (iv) the validity, effectiveness or genuineness of any this Agreement, the other Loan Document Documents or any other instrument or writing furnished in connection herewith. No As between each Agent on the one hand and the Banks on the other hand, none of the Agents shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, email message, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality The Administrative Agent shall not be deemed to have knowledge or notice of the foregoingoccurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Bank or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order 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 the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Bank, the use of Administrative Agent may presume that such condition is satisfactory to such Bank unless the term “agent” in the Loan Documents with reference Administrative Agent shall have received notice to the Agents is not intended contrary from such Bank prior to connote any fiduciary the applicable extension of credit or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. Neither any Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither any Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrowerany Loan Party; (iii) the satisfaction of any condition specified in Article 3, except in the case of the Administrative Agent receipt of notice required to be given to such Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “"agent” " in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Liability of Agents. Neither any Agent nor (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or not omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by it in connection herewith (i) with the consent or at the request law by reason of the Required Banks or (ii) in the absence of its such Agent’s own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents and employees shall in no event be liable to the Lenders or employees the Issuing Bank or to any of them for any action taken or omitted to be taken by them pursuant to instructions received by them from the Applicable Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, none of the foregoing Agents, nor any of their respective directors, officers, employees, or agents (A) shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have enforceability of, or for any duty to ascertainrecital, inquire into or verify (i) any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; related agreement, document or order, or (iiB) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the Borrower; Loan Documents, or (iiiC) shall be responsible to any Lender or the satisfaction Issuing Bank for the state or condition of any condition specified in Article 3properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, except or any information contained in the case books or records of the Administrative Agent receipt of notice required to be given to such AgentBorrowers; or (ivD) shall be responsible to any Lender or the Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument or writing furnished in connection herewiththerewith; or (E) shall be responsible to any Lender or the Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall be entitled to the advice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. No The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender (other than by any Agent in its capacity as a Lender) or the Issuing Bank of any of their respective obligations under this Agreement or the Notes or any of the Loan Documents or in connection herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statementaffidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Applicable Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in the Loan Documents with reference taking or failing to the Agents is not intended to connote take any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. Neither any Agent nor (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or not omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by it in connection herewith (i) with the consent or at the request law by reason of the Required Banks or (ii) in the absence of its such Agent’s own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents and employees shall in no event be liable to the Lenders or employees the Issuing Bank or to any of them for any action taken or omitted to be taken by them pursuant to instructions received by them from the Required Lenders, or all Lenders, as applicable, or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, none of the foregoing Agents, nor any of their respective directors, officers, employees, or agents shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have any duty to ascertainenforceability of, inquire into or verify (i) for any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; (ii) related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the Borrower; Loan Documents. (iiib) None of the satisfaction Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Loan Parties on account of the failure or delay in performance or breach by any Lender (other than by the Agent in its capacity as a Lender) or the Issuing Bank of any condition specified in Article 3, except in of their respective obligations under this Agreement or the case Notes or any of the Loan Documents or in connection herewith or therewith. (c) The Administrative Agent receipt of notice required and the Collateral Agent, in such capacities hereunder, shall be entitled to be given to such Agent; or (iv) the validityrely on any communication, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statementinstrument, or other writing (which may be a bank wire, telex, facsimile or similar writing) document reasonably believed by it such person to be genuine or correct and to have been signed or sent by a person or persons believed by such person to be signed by the proper party Person or parties. Without limiting the generality of the foregoingPersons, the use of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Insteadand, such term is used merely as a matter Person shall be entitled to rely on advice of market custom legal counsel, independent public accountants, and is intended to create or reflect only an administrative relationship between independent contracting partiesother professional advisers and experts selected by such Person.

Liability of Agents. Neither (a) The Agents, when acting on behalf of the Credit Parties, may execute any Agent of their respective duties under this Agreement or any of the other Loan Documents by or through any of their respective officers, agents and employees, and none of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be liable to any other Secured Party for any action taken or not omitted to be taken in good faith, or be responsible to any other Secured Party for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by it in connection herewith (i) with the consent or at the request law by reason of the Required Banks or (ii) in the absence of its such Agent’s own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Neither any Agent None of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents and employees shall in any event be liable to any other Secured Party for any action taken or employees omitted to be taken by it pursuant to instructions received by it from the Applicable Lenders, or in reliance upon the advice of counsel selected by it. Without limiting the foregoing none of the foregoing Agents, nor any of their respective directors, officers, employees, or agents shall be responsible for or have any duty to ascertain, inquire into or verify be: (i) responsible to any other Secured Party for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation made in connection with in, this Agreement, any other Loan Document or any borrowing hereunderrelated agreement, document or order; (ii) required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the BorrowerLoan Documents; (iii) responsible to any other Secured Party for the satisfaction state or condition of any condition specified in Article 3, except properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations or any information contained in the case books or records of the Administrative Agent receipt of notice required to be given to such AgentLoan Parties; or (iv) responsible to any other Secured Party for the validity, enforceability, [collectibility]collectability, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument or writing furnished in connection herewiththerewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations or for the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall be entitled to the advice of counsel concerning all matters pertaining to its rights and duties hereunder or under the other Loan Documents. No The Agents shall not be responsible for the negligence or misconduct of any agent or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to any Loan Party on account of the failure or delay in performance or breach by any other Secured Party (other than by each such Agent in its capacity as a Lender) of any of its respective obligations under this Agreement or any of the other Loan Documents or in connection herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statementaffidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Loan Parties), independent accountants and other experts selected by any Loan Party or any Secured Party. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Applicable Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the other Secured Parties against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in the Loan Documents with reference taking or failing to the Agents is not intended to connote take any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. Neither (a) The Administrative Agent or the Lead Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent nor or the Lead Arrangers, as applicable: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) shall not 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 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 shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent 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; and (iii) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective affiliates nor Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Lead Arrangers to any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the respective directors, officers, agents or employees of Lenders by the foregoing Administrative Agent herein. (b) The Administrative Agent shall not be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks Lenders (or such other number or percentage 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 (ii) in the absence of its own gross negligence or willful misconduct. Neither any misconduct (in each case, as determined in a final, non-appealable judgment of a court of competent jurisdiction). (c) The Administrative Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall not be responsible to any Lender for or have any duty to ascertain, ascertain or inquire into or verify (i) any statement, warranty or representation made in or in connection with any Loan Document this Agreement or any borrowing hereunder; other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants covenants, agreements or agreements other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the Borrower; validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iiiv) the value or the sufficiency of any Collateral, (vi) the satisfaction of any condition specified set forth in Article 3‎Article 4 or elsewhere herein, except in the case other than to confirm receipt of items expressly required to be delivered to the Administrative Agent receipt of notice required to be given to such Agent; or (ivvii) compliance by Affiliates of a Lender with the validity, effectiveness or genuineness terms hereof relating to Affiliates of any Loan Document or any other instrument or writing furnished in connection herewith. No a Lender. (d) The Administrative Agent shall incur not have any duties or responsibilities or be liable for monitoring or enforcing ‎Section 10.07(b)(ii)(E). (e) The Administrative Agent shall not be responsible or have any liability by acting in reliance upon any notice, consent, certificate, statementfor, or other writing (which may be have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Lenders or Affiliates of a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or partiesLender. Without limiting the generality of the foregoing, the use Administrative Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender is a Disqualified Lender or Affiliate of the term “agent” in the Loan Documents a Lender or (y) have any liability with reference respect to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine out of any applicable law. Insteadassignment of Loans, such term is used merely as or disclosure of confidential information, to any ‎Disqualified Lender or Affiliate of a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesLender.

Liability of Agents. Neither (a) The Agents, when acting on behalf of the Credit Parties, may execute any Agent of their respective duties under this Agreement or any of the other Loan Documents by or through any of their respective officers, agents and employees, and none of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be liable to any other Secured Party for any action taken or not omitted to be taken in good faith, or be responsible to any other Secured Party for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by it in connection herewith (i) with the consent or at the request law by reason of the Required Banks or (ii) in the absence of its such Agent’s own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Neither any Agent None of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents and employees shall in any event be liable to any other Secured Party for any action taken or employees omitted to be taken by it pursuant to instructions received by it from the Applicable Lenders, or in reliance upon the advice of counsel selected by it. Without limiting the foregoing none of the foregoing Agents, nor any of their respective directors, officers, employees, or agents shall be responsible for or have any duty to ascertain, inquire into or verify be: (i) responsible to any other Secured Party for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation made in connection with in, this Agreement, any other Loan Document or any borrowing hereunderrelated agreement, document or order; (ii) required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the BorrowerLoan Documents; (iii) responsible to any other Secured Party for the satisfaction state or condition of any condition specified in Article 3, except properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations or any information contained in the case books or records of the Administrative Agent receipt of notice required to be given to such AgentLoan Parties; or (iv) responsible to any other Secured Party for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument or writing furnished in connection herewith. No Agent shall incur therewith; or (v) responsible to any liability by acting in reliance upon other Secured Party for the validity, priority or perfection of any notice, consent, certificate, statement, Lien securing or other writing (which may be a bank wire, telex, facsimile purporting to secure the Obligations or similar writing) believed by it to be genuine for the value or to be signed by the proper party or parties. Without limiting the generality sufficiency of any of the foregoingCollateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, the use of the term “agent” in the Loan Documents with reference and shall be entitled to the Agents is not intended advice of counsel concerning all matters pertaining to connote any fiduciary its rights and duties hereunder or under the other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.Loan

Liability of Agents. Neither any Agent nor any of their respective affiliates nor any of (a) The Administrative Agent’s duties hereunder and under the respective directors, officers, agents or employees of the foregoing shall be liable for any action taken or not taken by it other Loan Documents are solely ministerial and administrative in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither any Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except in the case of nature and the Administrative Agent receipt of notice required to be given to such Agent; shall not have any duties or (iv) obligations except those expressly set forth herein and in the validity, effectiveness or genuineness of any other Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or partiesDocuments. Without limiting the generality of the foregoing, the use Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the term “agent” Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents with reference Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the Agents opinion of its counsel, may expose the Administrative Agent or any of its Affiliates to liability or that is not intended contrary to connote any fiduciary Loan Document or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead. (b) No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), such term is used merely as a matter of market custom and is intended or (b) be responsible in any manner to create any Lender Party or reflect only an administrative relationship between independent contracting parties.participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report,

Liability of Agents. Neither any As between each Agent on the one hand and the Banks on the other hand, none of the Agents nor any of their respective affiliates nor any of the their respective directors, officers, agents or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither any As between each Agent on the one hand and the Banks on the other hand, none of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Loan Document Document, or any borrowing Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; Borrower or any other Covered Party, (iii) the satisfaction of any condition specified in Article 3III, except in the case of the Administrative Agent receipt of notice items required to be given delivered to such Agent; , or (iv) the validity, effectiveness or genuineness of any this Agreement, the other Loan Document Documents or any other instrument or writing furnished in connection herewith. No As between each Agent on the one hand and the Banks on the other hand, none of the Agents shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, email message, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality The Administrative Agent shall not be deemed to have knowledge or notice of the foregoingoccurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Bank or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order 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 the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Bank, the use of Administrative Agent may presume that such condition is satisfactory to such Bank unless the term “agent” in the Loan Documents with reference Administrative Agent shall have received notice to the Agents is not intended contrary from such Bank prior to connote any fiduciary the applicable extension of credit or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. (a) The Administrative Agent or the Lead Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent or the Arranger, as applicable, and its Related Parties: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) shall not 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 Credit Documents that the Administrative 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 Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit 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; and (iii) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any Issuing Bank any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their Affiliates that is communicated to, or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein. (b) Neither any the Administrative Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing its Related Parties shall be liable for any action taken or not taken by it the Administrative Agent under or in connection herewith with this Agreement or any other Credit Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Banks Lenders (or such other number or percentage 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 12.10 and 10.11) or (ii) in the absence of its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or an Issuing Bank. (c) Neither any the Administrative Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or its Related Parties have any duty or obligation to ascertain, any Lender or participant or any other Person to ascertain or inquire into or verify (i) any statement, warranty or representation made in or in connection with any Loan Document this Agreement or any borrowing hereunder; other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants covenants, agreements or agreements other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the Borrower; validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (iiiv) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition specified set forth in Article 3IV or elsewhere herein, except in the case of the Administrative Agent other than to confirm receipt of notice items expressly required to be given to such Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in the Loan Documents with reference delivered to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesAdministrative Agent.

Liability of Agents. Neither any Agent nor (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Banks, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to the Lenders or the Issuing Banks or any of them for any action taken or not omitted to be taken by it in connection herewith (i) with good faith, or be responsible to the consent Lenders or at the request of the Required Issuing Banks or (ii) in to any of them for the absence consequences of its any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent's own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents and employees shall in no event be liable to the Lenders or employees the Issuing Banks or to any of them for any action taken or omitted to be taken by them pursuant to instructions received by them from the Required Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, none of the foregoing Agents, nor any of their respective directors, officers, employees, or agents (A) shall be responsible to any Lender or any Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have enforceability of, or for any duty to ascertainrecital, inquire into or verify (i) any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; related agreement, document or order, or (iiB) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the Borrower; Loan Documents, or (iiiC) shall be responsible to any Lender or any Issuing Bank for the satisfaction state or condition of any condition specified in Article 3properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, except or any information contained in the case books or records of the Administrative Agent receipt of notice required to be given to such AgentBorrowers; or (ivD) shall be responsible to any Lender or any Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument or writing furnished in connection herewiththerewith; or (E) shall be responsible to any Lender or any Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall be entitled to the advice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. No The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender (other than by any Agent in its capacity as a Lender) or any Issuing Bank of any of their respective obligations under this Agreement or the Notes or any of the Loan Documents or in connection herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statementaffidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in the Loan Documents with reference taking or failing to the Agents is not intended to connote take any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. Neither any Agent nor (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or not omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by it in connection herewith (i) with the consent or at the request law by reason of the Required Banks or (ii) in the absence of its such Agent’s own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents and employees shall in no event be liable to the Lenders or employees the Issuing Bank or to any of them for any action taken or omitted to be taken by them pursuant to instructions received by them from Table of Contents the Required Lenders, or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, none of the foregoing Agents, nor any of their respective directors, officers, employees, or agents shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have any duty to ascertainenforceability of, inquire into or verify (i) for any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; (ii) related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the Borrower; Loan Documents. (iiib) None of the satisfaction Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender (other than by the Agent in its capacity as a Lender) or the Issuing Bank of any condition specified in Article 3, except in of their respective obligations under this Agreement or the case Notes or any of the Loan Documents or in connection herewith or therewith. (c) The Administrative Agent receipt of notice required and the Collateral Agent, in such capacities hereunder, shall be entitled to be given to such Agent; or (iv) the validityrely on any communication, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statementinstrument, or other writing (which may be a bank wire, telex, facsimile or similar writing) document reasonably believed by it such Person to be genuine or correct and to have been signed or sent by a person or persons believed by such Person to be signed by the proper party Person or parties. Without limiting the generality of the foregoingPersons, the use of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Insteadand, such term is used merely as a matter Person shall be entitled to rely on advice of market custom legal counsel, independent public accountants, and is intended to create or reflect only an administrative relationship between independent contracting partiesother professional advisers and experts selected by such Person.

Liability of Agents. Neither any As between each Agent on the one hand and the Banks on the other hand, none of the Agents nor any of their respective affiliates nor any of the their respective directors, officers, agents or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither any As between each Agent on the one hand and the Banks on the other hand, none of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Loan Document Document, or any borrowing Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any other Covered Party; (iii) the satisfaction of any condition specified in Article 3III, except in the case of the Administrative Agent receipt of notice items required to be given delivered to such Agent; , or (iv) the validity, effectiveness or genuineness of any this Agreement, the other Loan Document Documents or any other instrument or writing furnished in connection herewith. No As between each Agent on the one hand and the Banks on the other hand, none of the Agents shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality The Administrative Agent shall not be deemed to have knowledge or notice of the foregoingoccurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Bank or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order 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 the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Bank, the use of Administrative Agent may presume that such condition is satisfactory to such Bank unless the term “agent” in the Loan Documents with reference Administrative Agent shall have received notice to the Agents is not intended contrary from such Bank prior to connote any fiduciary the applicable extension of credit or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. Neither any Agent nor (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or not omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by it in connection herewith (i) with the consent or at the request law by reason of the Required Banks or (ii) in the absence of its such Agent’s own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents and employees shall in no event be liable to the Lenders or employees the Issuing Bank or to any of them for any action taken or omitted to be taken by them pursuant to instructions received by them from the Applicable Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, none of the foregoing Agents, nor any of their respective directors, officers, employees, or agents (A) shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have enforceability of, or for any duty to ascertainrecital, inquire into or verify (i) any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; related agreement, document or order, or (iiB) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the Borrower; Loan Documents, or (iiiC) shall be responsible to any Lender or the satisfaction Issuing Bank for the state or condition of any condition specified in Article 3properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, except or any information contained in the case books or records of the Administrative Agent receipt of notice required to be given to such AgentBorrowers; or (ivD) shall be responsible to any Lender or the Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument or writing furnished in connection herewiththerewith; or (E) shall be responsible to any Lender or the Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact,and shall be entitled to the advice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. No The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender (other than by any Agent in its capacity as a Lender) or the Issuing Bank of any of their respective obligations under this Agreement or the Notes or any of the Loan Documents or in connection herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statementaffidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Applicable Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in the Loan Documents with reference taking or failing to the Agents is not intended to connote take any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. Neither (a) The Agents shall not have any duties or obligations except those expressly set forth herein and the other Loan Documents and no implied duties or obligations shall be read into this Agreement or the other Loan Documents against any Agent. Without limiting the generality of the foregoing, (i) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that each Agent nor is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08), (iii) except as expressly set forth herein, the Agents shall not have any of their respective affiliates nor duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the respective directorsBorrower’s Subsidiaries that is communicated to or obtained by the institution serving as an Agent or any of its Affiliates in any capacity and (iv) the Agents will not be required to take any action that, officersin their opinion or the opinion of their counsel, agents may expose any Agent to liability or employees 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 foregoing automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect. No Agent shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Banks Lenders (or (iisuch other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08) or in the absence of its own gross negligence negligence, bad faith or willful misconduct. Neither any No Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be deemed to have knowledge of any Event of Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for for, or have any duty to ascertainascertain or inquire into, inquire into or verify (iA) any statement, warranty or representation made in or in connection with this Agreement, (B) the contents of any Loan Document certificate, report or any borrowing hereunder; other document delivered hereunder or in connection herewith, (iiC) the performance or observance of any of the covenants covenants, agreements or agreements other terms or conditions set forth herein, (D) the validity, enforceability, effectiveness or genuineness of the Borrower; this Agreement or any other agreement, instrument or document, or (iiiE) the satisfaction of any condition specified set forth in Article 3Section 4 or elsewhere herein, except in the case of the Administrative Agent other than to confirm receipt of notice items expressly required to be given delivered to such Agent; or . (ivb) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Each Agent shall be entitled to rely upon, and shall not incur any liability by acting in reliance upon for relying upon, any notice, consentrequest, certificate, consent, statement, instrument, document or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine and to have been signed or to be signed sent by the proper party Person. Each Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Without limiting Each Agent may consult with legal counsel (who may be counsel for the generality Borrower), independent accountants and 1006536826v43 other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (c) Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its Related Parties. The exculpatory provisions of the foregoingpreceding paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent and any such sub-agent, and shall apply to their respective activities in connection with the use syndication of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely credit facilities provided for herein as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partieswell as activities as Agent.

Liability of Agents. Neither (a) No Agent-Related Person shall be (i) liable for any Agent nor action taken or omitted to be taken by any of their respective affiliates nor them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, non-appealable judgment by a court of the respective directorscompetent jurisdiction), officers, agents or employees of the foregoing shall be (ii) liable for any action taken or not taken by it in connection herewith (iA) with the consent or at the request of the Required Banks Lenders (or such other number or percentage 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 (iiB) in the absence of its own gross negligence or willful misconduct. Neither any misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction, in (b) The Administrative Agent nor any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or not have any duty to ascertain, inquire into or verify (i) take any statementdiscretionary action or exercise any discretionary powers, warranty except discretionary rights and powers expressly contemplated hereby or representation made by the other Loan Documents that such Agent is required to exercise as directed in connection with 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 no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or any borrowing hereunderapplicable Law; and (ii) to disclose, except as expressly set forth herein and in the performance other Loan Documents, and shall not be liable for the failure to disclose, any information relating to Holdings or observance of any of the covenants its Affiliates that is communicated to or agreements of the Borrower; (iii) the satisfaction of obtained by any condition specified in Article 3, except in the case of the Administrative Person serving as an Agent receipt of notice required to be given to such Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished of its Affiliates in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiescapacity.

Liability of Agents. Neither any Agent nor (i) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to any of the Lenders or the Issuing Bank for any action taken or not omitted to be taken by it in connection herewith (i) with the consent good faith, or at the request be responsible to any of the Required Banks Lenders or (ii) in the absence Issuing Bank for the consequences of its any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent's own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents or and employees shall in no event be liable to any of the foregoing Lenders or the Issuing Bank for any action taken or omitted to be taken by them pursuant to instructions received by them from the Required Lenders, or Required Supermajority Lenders, as applicable, or in reliance upon the advice of counsel selected by the Agents. Without limiting the foregoing, none of the Agents, nor any of their respective directors, officers, employees, or agents shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have any duty to ascertainenforceability of, inquire into or verify (i) for any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; (ii) related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the Borrower; Loan Documents. (ii) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Loan Parties on account of the failure or delay in performance or breach by any Lender (other than by the Agent in its capacity as a Lender) or the Issuing Bank of any of their respective obligations under this Agreement or the Notes or any of the Loan Documents or in connection herewith or therewith. (iii) the satisfaction of any condition specified in Article 3, except in the case of the The Administrative Agent receipt of notice required and the Collateral Agent, in such capacities hereunder, shall be entitled to be given to such Agent; or (iv) the validityrely on any communication, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statementinstrument, or other writing (which may be a bank wire, telex, facsimile or similar writing) document reasonably believed by it such Agent to be genuine or correct and to have been signed or sent by a Person or Persons believed by such Agent to be signed by the proper party Person or parties. Without limiting the generality of the foregoingPersons, the use of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Insteadand, such term is used merely as a matter Agent shall be entitled to rely on advice of market custom legal counsel, independent public accountants, and is intended to create or reflect only an administrative relationship between independent contracting partiesother professional advisers and experts selected by such Agent.

Liability of Agents. Neither any Agent nor (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Banks, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to the Lenders or the Issuing Banks or any of them for any action taken or not omitted to be taken by it in connection herewith (i) with good faith, or be responsible to the consent Lenders or at the request of the Required Issuing Banks or (ii) in to any of them for the absence consequences of its any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents and employees shall in no event be liable to the Lenders or employees the Issuing Banks or to any of them for any action taken or omitted to be taken by them pursuant to instructions received by them from the Required Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, none of the foregoing Agents, nor any of their respective directors, officers, employees, or agents (A) shall be responsible to any Lender or any Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have enforceability of, or for any duty to ascertainrecital, inquire into or verify (i) any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; related agreement, document or order, or (iiB) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the Borrower; Loan Documents, or (iiiC) shall be responsible to any Lender or any Issuing Bank for the satisfaction state or condition of any condition specified in Article 3properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, except or any information contained in the case books or records of the Administrative Agent receipt of notice required to be given to such AgentBorrowers; or (ivD) shall be responsible to any Lender or any Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument or writing furnished in connection herewiththerewith; or (E) shall be responsible to any Lender or any Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall be entitled to the advice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. No The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender (other than by any Agent in its capacity as a Lender) or any Issuing Bank of any of their respective obligations under this Agreement or the Notes or any of the Loan Documents or in connection herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statementaffidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in the Loan Documents with reference taking or failing to the Agents is not intended to connote take any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. Neither (a) No Agent-Related Person shall be (i) liable for any Agent nor action taken or omitted to be taken by any of their respective affiliates nor them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, non-appealable judgment by a court of the respective directorscompetent jurisdiction), officers, agents or employees of the foregoing shall be (ii) liable for any action taken or not taken by it in connection herewith (iA) with the consent or at the request of the Required Banks Lenders (or (ii) in the absence of its own gross negligence such other number or willful misconduct. Neither any Agent nor any of their respective affiliates nor any percentage of the respective directors, officers, agents or employees of the foregoing Lenders as shall be responsible for necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as (b) The Administrative Agent shall not have any duty to ascertain, inquire into or verify (i) take any statementdiscretionary action or exercise any discretionary powers, warranty except discretionary rights and powers expressly contemplated hereby or representation made by the other Loan Documents that such Agent is required to exercise as directed in connection with 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 no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or any borrowing hereunderapplicable Law; and (ii) to disclose, except as expressly set forth herein and in the performance other Loan Documents, and shall not be liable for the failure to disclose, any information relating to Holdings or observance of any of the covenants its Affiliates that is communicated to or agreements of the Borrower; (iii) the satisfaction of obtained by any condition specified in Article 3, except in the case of the Administrative Person serving as an Agent receipt of notice required to be given to such Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished of its Affiliates in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiescapacity.

Liability of Agents. Neither any No Agent nor any of their respective affiliates nor any of the their respective directors, officers, agents or and employees of the foregoing shall be liable for any action taken or not taken by it or any of them in connection herewith (i) with the consent or at the request of the Required Banks Interest Holders (or such different number of Purchasers or other Persons as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct. Neither any No Agent nor any of their its respective affiliates Affiliates nor any of the its respective directors, officers, agents or and employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any Loan other Financing Document or any borrowing hereunderissuance of the Notes; (ii) the performance or observance of any of the covenants or agreements of the BorrowerIssuer or the Guarantor in any Financing Document or Other Transaction Document, provided, however, that the Administrative Agent shall give prompt notice to each Purchaser of any Default of which it receives actual notice in its capacity as Administrative Agent hereunder; (iii) the satisfaction of any condition specified in Article 3, except in the case of the Administrative Agent receipt of notice items required to be given delivered to such any Agent; (iv) the value of any Collateral or effectiveness of any Collateral Document; or (ivv) the validity, effectiveness or genuineness of any Loan Transaction Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “"agent” " in the Loan Documents this Agreement with reference to the Agents any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Liability of Agents. Neither any Agent nor (i) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to any of the Lenders or the Issuing Bank for any action taken or not omitted to be taken by it in connection herewith (i) with the consent good faith, or at the request be responsible to any of the Required Banks Lenders or (ii) in the absence Issuing Bank for the consequences of its any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents or and employees shall in no event be liable to any of the foregoing Lenders or the Issuing Bank for any action taken or omitted to be taken by them pursuant to instructions received by them from the Required Lenders, or Required Supermajority Lenders, as applicable, or in reliance upon the advice of counsel selected by the Agents. Without limiting the foregoing, none of the Agents, nor any of their respective directors, officers, employees, or agents shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have any duty to ascertainenforceability of, inquire into or verify (i) for any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; (ii) related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the Borrower; Loan Documents. (ii) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Loan Parties on account of the failure or delay in performance or breach by any Lender (other than by the Agent in its capacity as a Lender) or the Issuing Bank of any of their respective obligations under this Agreement or the Notes or any of the Loan Documents or in connection herewith or therewith. (iii) the satisfaction of any condition specified in Article 3, except in the case of the The Administrative Agent receipt of notice required and the Collateral Agent, in such capacities hereunder, shall be entitled to be given to such Agent; or (iv) the validityrely on any communication, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statementinstrument, or other writing (which may be a bank wire, telex, facsimile or similar writing) document reasonably believed by it such Agent to be genuine or correct and to have been signed or sent by a Person or Persons believed by such Agent to be signed by the proper party Person or parties. Without limiting the generality of the foregoingPersons, the use of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Insteadand, such term is used merely as a matter Agent shall be entitled to rely on advice of market custom legal counsel, independent public accountants, and is intended to create or reflect only an administrative relationship between independent contracting partiesother professional advisers and experts selected by such Agent.

Liability of Agents. Neither any Agent nor (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or not omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by it in connection herewith (i) with the consent or at the request law by reason of the Required Banks or (ii) in the absence of its such Agent’s own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents and employees shall in no event be liable to the Lenders or employees the Issuing Bank or to any of them for any action taken or omitted to be taken by them pursuant to instructions received by them from the Required Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, none of the foregoing Agents, nor any of their respective directors, officers, employees, or agents (A) shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have enforceability of, or for any duty to ascertainrecital, inquire into or verify (i) any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; related agreement, document or order, or (iiB) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the covenants terms, conditions, covenants, or agreements of this Agreement or any of the Borrower; Loan Documents, or (iiiC) shall be responsible to any Lender or the satisfaction Issuing Bank for the state or condition of any condition specified in Article 3properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, except or any information contained in the case books or records of the Administrative Agent receipt of notice required to be given to such AgentBorrowers; or (ivD) shall be responsible to any Lender or the Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument or writing furnished in connection herewiththerewith; or (E) shall be responsible to any Lender or the Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall be entitled to the advice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. No The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents nor any of their respective directors, officers, employees, or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender (other than by any Agent in its capacity as a Lender) or the Issuing Bank of any of their respective obligations under this Agreement or the Notes or any of the Loan Documents or in connection herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statementaffidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in the Loan Documents with reference taking or failing to the Agents is not intended to connote take any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesaction.

Liability of Agents. Neither any Agent None of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents agents, or employees of the foregoing shall be liable for any action taken or not taken by it such Agent in connection herewith (ia) with the consent or at the request of the Required Banks Banks, or (iib) in the absence of its own gross negligence or willful misconduct, IT BEING THE INTENTION OF BANKS THAT SUCH PARTIES SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF THEIR ORDINARY NEGLIGENCE. Neither any Agent None of the Agents nor any of their respective affiliates nor any of the respective officers, directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document this Agreement or any borrowing hereunder; , (ii) the performance or observance of any of the covenants or agreements of the Borrower; any Credit Party, (iii) the satisfaction of any condition specified in Article 3VI, except in the case of the Administrative Agent receipt of notice items required to be given delivered to such Administrative Agent; , or (iv) the validity, effectiveness or genuineness of any Loan Document this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties or upon any oral notice which such Agent believes will be confirmed in writing by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in If any Agent fails to take any action required to be taken by it under the Loan Documents with reference after the occurrence of an Event of Default and within a 62 reasonable time after being requested to do so by any Bank (after such requesting Bank has obtained the Agents is not intended to connote any fiduciary or approval of such other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadBanks as required), such term is used merely Agent shall not suffer or incur any liability as a matter of market custom and is intended result thereof, but such requesting Bank may request such Agent to create or reflect only an administrative relationship between independent contracting partiesresign, whereupon such Agent shall so resign pursuant to Section 12.9.

Liability of Agents. Neither any Agent nor As between the Agents and the Banks, none of the Agents, any of their respective affiliates nor or any of the their respective directors, officers, agents or employees of the foregoing employees, shall be liable for any action taken or not taken by it any of them in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither any Agent nor As between the Agents and the Banks, none of the Agents or any of their respective affiliates nor any of the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower, except with respect to payment of principal and interest; (iii) the satisfaction of any condition specified in Article 3III, except in the case of the Administrative Agent receipt of notice items required to be given delivered to such the Administrative Agent; or (iv) the validity, effectiveness or genuineness of any this Agreement, the other Loan Document Documents or any other instrument or writing furnished in connection herewith. No As between Administrative Agent and the Banks, the Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in the Loan Documents with reference Anything to the contrary notwithstanding, no Agent other than the Administrative Agent and the Co-Syndication Agents is not intended to connote shall have any fiduciary powers, duties or responsibilities under this Agreement or any other implied (Loan Document, except in its capacity, as applicable, as the Administrative Agent, a Fronting Bank, a Swingline Lender or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesBank hereunder.

Liability of Agents. Neither any Agent None of the Agents nor any of their respective affiliates nor any of the respective directors, officers, agents agents, or employees of the foregoing shall be liable for any action taken or not taken by it such Agent in connection herewith (ia) with the consent or at the request of the Required Banks Banks, or (iib) in the absence of its own gross negligence or willful misconduct, IT BEING THE INTENTION OF BANKS THAT SUCH PARTIES SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF THEIR ORDINARY NEGLIGENCE. Neither any Agent None of the Agents nor any of their respective affiliates nor any of the respective officers, directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document this Agreement or any borrowing hereunder; , (ii) the performance or observance of any of the covenants or agreements of the Borrower; any Credit Party, (iii) the satisfaction of any condition specified in Article 3VII, except in the case of the Administrative Agent receipt of notice items required to be given delivered to such Administrative Agent; , or (iv) the validity, effectiveness or genuineness of any Loan Document this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties or upon any oral notice which such Agent believes will be confirmed in writing by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in If any Agent fails to take any action required to be taken by it under the Loan Documents with reference Papers after the occurrence of an Event of Default and within a reasonable time after being requested to do so by any Bank (after such requesting Bank has obtained the Agents is not intended to connote any fiduciary or approval of such other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadBanks as required), such term is used merely Agent shall not suffer or incur any liability as a matter of market custom and is intended result thereof, but such requesting Bank may request such Agent to create or reflect only an administrative relationship between independent contracting partiesresign, whereupon such Agent shall so resign pursuant to Section 13.9.

Liability of Agents. Neither any Agent nor Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of their its respective affiliates nor duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their respective directors, officers, agents or employees of the foregoing shall be liable to any of the Lenders or the Issuing Bank for any action taken or not omitted to be taken by it in connection herewith (i) with the consent good faith, or at the request be responsible to any of the Required Banks Lenders or (ii) in the absence Issuing Bank for the consequences of its any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent's own gross negligence or willful misconduct. Neither any Agent nor any of The Agents and their respective affiliates nor any of the respective directors, officers, agents or and employees shall in no event be liable to any of the foregoing Lenders or the Issuing Bank for any action taken or omitted to be taken by them pursuant to instructions received by them from the Required Lenders, or Required Supermajority Lenders, as applicable, or in reliance upon the advice of counsel selected by the Agents. Without limiting the foregoing, none of the Agents, nor any of their respective directors, officers, employees, or agents shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have any duty to ascertainenforceability of, inquire into or verify (i) for any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any borrowing hereunder; (ii) related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the covenants terms, conditions, covenants, or agreements of the Borrower; (iii) the satisfaction of this Agreement or any condition specified in Article 3, except in the case of the Administrative Agent receipt of notice required to be given to such Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in the Loan Documents with reference to the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partiesDocuments.