Common use of Liability of Agents Clause in Contracts

Liability of Agents. (a) Each of the Agents and the Canadian Agent, when acting on behalf of the Credit Parties, may execute any of its respective duties under this Agreement or any of the other Loan Documents by or through any of its officers, agents and employees, and no Agent or the Canadian Agent or any of its respective directors, officers, agents or employees shall be liable to any other Secured Party for any action taken or 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 law by reason of such Agent’s or Canadian Agent’s own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Agent or the Canadian Agent or any of its respective directors, officers, agents and employees shall in any event be liable to any other Secured Party for any action taken or 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, no Agent or the Canadian Agent or any of its respective directors, officers, employees, or agents shall 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 in, this Agreement, any other Loan Document or any related 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 terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents; (iii) responsible to any other Secured Party for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations, the Other Liabilities or Canadian Liabilities or any information contained in the books or records of the Loan Parties; (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 furnished in connection therewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations, the Other Liabilities or the Canadian Liabilities or for the value or sufficiency of any of the Collateral. (b) Each of the Agents and the Canadian Agent may execute any of its duties under this Agreement or any other Loan Document by or through its 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 Agent or the Canadian Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. (c) No Agent or the Canadian Agent or any of its 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 or Canadian 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) Each of the Agents and the Canadian Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it 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. Each of the Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Applicable Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the other Secured Parties against any and all liability and expense which may be incurred by it by reason of the taking or failing to take any such action.

Liability of Agents. (a) Each of the Agents and the Canadian AgentThe Agents, when acting on behalf of the Credit Parties, may execute any of its their respective duties under this Agreement or any of the other Loan Documents by or through any of its their respective officers, agents and employees, and no Agent or none of the Canadian Agent or Agents nor any of its their respective directors, officers, agents or employees shall be liable to any other Secured Party for any action taken or 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 law by reason of such Agent’s or Canadian Agent’s own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Agent or None of the Canadian Agent or Agents nor any of its their respective directors, officers, agents and employees shall in any event be liable to any other Secured Party for any action taken or 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 foregoingforegoing none of the Agents, no Agent or the Canadian Agent or nor any of its their respective directors, officers, employees, or agents shall 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 in, this Agreement, any other Loan Document or any related 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 terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents; (iii) responsible to any other Secured Party for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations, the Other Liabilities or Canadian Liabilities Obligations or any information contained in the books or records of the Loan Parties; (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 furnished in connection therewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations, the Other Liabilities or the Canadian Liabilities Obligations or for the value or sufficiency of any of the Collateral. (b) Each of the The Agents and the Canadian Agent may execute any of its their duties under this Agreement or any other Loan Document by or through its 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 Agent or the Canadian Agent The Agents shall not be responsible for the negligence or misconduct of any agents agent or attorneys-in-fact selected by it them with reasonable care. (c) No Agent or None of the Canadian Agent or Agents nor any of its 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 or Canadian 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) Each of the The Agents and the Canadian Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it 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. Each of the The Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it they shall first receive such advice or concurrence of the Applicable Lenders as it deems they deem appropriate or it they shall first be indemnified to its their satisfaction by the other Secured Parties against any and all liability and expense which may be incurred by it them by reason of the taking or failing to take any such action.

Liability of Agents. (a) Each of the Agents and the Canadian AgentAgents, when acting on behalf of the Credit PartiesLenders and the Issuing Bank, may execute any of its respective duties under this Agreement or any of the other Loan Documents by or through any of its respective officers, agents and employees, and no Agent or none of the Canadian Agent or any of its Agents nor their respective directors, officers, agents or employees shall be liable to the Lenders or the Issuing Bank or any other Secured Party of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any other Secured Party 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 law by reason of such Agent’s or Canadian Agent’s 's own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final misconduct. The Agents and non-appealable decision). No Agent or the Canadian Agent or any of its their respective directors, officers, agents and employees shall in any no event be liable to the Lenders or the Issuing Bank or to any other Secured Party of them for any action taken or omitted to be taken by it them pursuant to instructions received by it them from the Applicable Required Lenders or the Required Supermajority Lenders, as applicable, or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, no Agent or none of the Canadian Agent or Agents, nor any of its their respective directors, officers, employees, or agents shall be: (i) be responsible to any other Secured Party Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation in, this Agreement, any other Loan Document or any related agreement, document or order; (ii) , or shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents; (iii) responsible to any other Secured Party for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations, the Other Liabilities or Canadian Liabilities or any information contained in the books or records of the Loan Parties; (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 furnished in connection therewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations, the Other Liabilities or the Canadian Liabilities or for the value or sufficiency of any of the Collateral. (b) Each None of the Agents and the Canadian Agent may execute nor any of its duties under this Agreement or any other Loan Document by or through its 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 Agent or the Canadian Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. (c) No Agent or the Canadian Agent or any of its their respective directors, officers, employees, or agents shall have any responsibility to any the Loan Party Parties on account of the failure or delay in performance or breach by any other Secured Party Lender (other than by each such Agent or Canadian the Agent in its capacity as a Lender) or the Issuing Bank of any of its their respective obligations under this Agreement or the Notes or any of the other Loan Documents or in connection herewith or therewith. (dc) Each of the Agents The Administrative Agent and the Canadian Agent Collateral Agent, in such capacities hereunder, shall be entitled to relyrely on any communication, and shall be fully protected in relying, upon any notice, consent, certificate, affidavitinstrument, or other document or writing reasonably believed by it such person to be genuine and or correct and to have been signed, signed or sent by a person or made persons believed by such person to be the proper person Person or personsPersons, and, such Person shall be entitled to rely on advice of legal counsel, independent public accountants, and upon the advice other professional advisers 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. Each of the Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Applicable Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the other Secured Parties against any and all liability and expense which may be incurred by it by reason of the taking or failing to take any such actionPerson.

Liability of Agents. (a) Each of the Agents and the Canadian AgentThe Agents, when acting on behalf of the Credit Secured Parties, may execute any of its their respective duties under this Agreement or any of the other Loan Credit Documents by or through any of its their respective officers, agents and employees, and no Agent or none of the Canadian Agent or Agents nor any of its their respective directors, officers, agents or employees shall be liable to any other Secured Party for any action taken or 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 law by reason of such Agent’s or Canadian Agent’s own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Agent or None of the Canadian Agent or Agents nor any of its their respective directors, officers, agents and employees shall in any event be liable to any other Secured Party for any action taken or omitted to be taken by it pursuant to instructions received by it from the Applicable Required Lenders, all Lenders or affected Lenders, as applicable, or in reliance upon the advice of counsel selected by it. Without limiting the foregoingforegoing none of the Agents, no Agent or the Canadian Agent or nor any of its their respective directors, officers, employees, or agents shall 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 in, this Agreement, any other Loan Credit Document or any related agreement, document or order; (ii) required to ascertain or to make any inquiry concerning the performance or observance by any Loan Credit Party of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Credit Documents; (iii) responsible to any other Secured Party for the state or condition of any properties of the Loan Credit Parties or any other obligor hereunder constituting Collateral for the Obligations, the Other Liabilities or Canadian Liabilities Obligations or any information contained in the books or records of the Loan Credit Parties; (iv) responsible to any other Secured Party for the validity, enforceability, collectibilitycollectability, effectiveness or genuineness of this Agreement or any other Loan Credit Document or any other certificate, document or instrument furnished in connection therewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations, the Other Liabilities or the Canadian Liabilities Obligations or for the value or sufficiency of any of the Collateral. (b) Each of the The Agents and the Canadian Agent may execute any of its their duties under this Agreement or any other Loan Credit Document by or through its 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 Credit Documents. No Agent or the Canadian Agent The Agents shall not be responsible for the negligence or misconduct of any agents agent or attorneys-in-fact selected by it them with reasonable care. (c) No Agent or None of the Canadian Agent or Agents nor any of its their respective directors, officers, employees, or agents shall have any responsibility to any Loan Credit Party on account of the failure or delay in performance or breach by any other Secured Party (other than by each such Agent or Canadian Agent in its capacity as a Lender) of any of its respective obligations under this Agreement or any of the other Loan Credit Documents or in connection herewith or therewith. (d) Each of the The Agents and the Canadian Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it them to be genuine and correct and to have been signed, sent or made by the proper person Person or personsPersons, and upon the advice and statements of legal counsel (including, without, limitation, including counsel to the Loan Credit Parties), independent accountants and other experts selected by any Loan Credit Party or any Secured Party. Each of the The Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it they shall first receive such advice or concurrence of the Applicable Required Lenders, all Lenders or affected Lenders, as it deems applicable, as they deem appropriate or it they shall first be indemnified to its their satisfaction by the other Secured Parties against any and all liability and expense which may be incurred by it them by reason of the taking or failing to take any such action.

Liability of Agents. (a) Each As between each Agent on the one hand and the Banks on the other hand, none of the Agents and the Canadian Agent, when acting on behalf of the Credit Parties, may execute nor any of its respective duties under this Agreement or their affiliates nor any of the other Loan Documents by or through any of its officers, agents and employees, and no Agent or the Canadian Agent or any of its their respective directors, officers, agents or employees shall be liable to any other Secured Party for any action taken or omitted to be not taken by it in good faith, connection herewith (i) with the consent or be responsible to any other Secured Party for at the consequences request of any oversight the Required Banks or error (ii) in the absence of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s or Canadian Agent’s its own gross negligence or willful misconduct (as determined by a court misconduct. As between each Agent on the one hand and the Banks on the other hand, none of competent jurisdiction in a final and non-appealable decision). No Agent or the Canadian Agent or Agents nor any of its their respective directors, officers, agents and or employees shall in be responsible for or have any event be liable duty to any other Secured Party for any action taken ascertain, inquire into or 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, no Agent or the Canadian Agent or any of its respective directors, officers, employees, or agents shall be: verify (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 in, made in connection with this Agreement, any other Loan Document Document, or any related agreement, document or orderBorrowing hereunder; (ii) required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants, covenants or agreements of this Agreement the Borrower or any of the Loan Documentsother Covered Party; (iii) responsible to any other Secured Party for the state or condition satisfaction of any properties condition specified in Article III, except receipt of the Loan Parties items required to be delivered to such Agent; or any other obligor hereunder constituting Collateral for the Obligations, the Other Liabilities or Canadian Liabilities or any information contained in the books or records of the Loan Parties; (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 certificateAgreement, document or instrument furnished in connection therewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations, the Other Liabilities or the Canadian Liabilities or for the value or sufficiency of any of the Collateral. (b) Each of the Agents and the Canadian Agent may execute any of its duties under this Agreement or any other Loan Document by or through its 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 Agent or the Canadian Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. (c) No Agent or the Canadian Agent or any of its 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 or Canadian Agent in its capacity as a Lender) of any of its respective obligations under this Agreement or any of the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. (d) Each herewith. 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. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence 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 the Canadian 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 writing conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons, Persons and upon the advice and statements of legal counsel (including, without, limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent also may rely upon any Loan Party 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 Secured Partyliability for relying thereon. Each In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Bank, the Agents and Administrative Agent may presume that such condition is satisfactory to such Bank unless the Canadian Administrative Agent shall be fully justified in failing have received notice to the contrary from such Bank prior to the applicable extension of credit or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Applicable Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the other Secured Parties against any and all liability and expense which may be incurred by it by reason of the taking or failing to take any such action.

Liability of Agents. (a) Each of the Agents and the Canadian AgentThe Agents, when acting on behalf of the Credit Parties, may execute any of its their respective duties under this Agreement or any of the other Loan Documents by or through any of its their respective officers, agents and employees, and no Agent or none of the Canadian Agent or Agents nor any of its their respective directors, officers, agents or employees shall be liable to any other Secured Party for any action taken or 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 law by reason of such Agent’s or Canadian Agent’s own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Agent or None of the Canadian Agent or Agents nor any of its their respective directors, officers, agents and employees shall in any event be liable to any other Secured Party for any action taken or 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 foregoingforegoing none of the Agents, no Agent or the Canadian Agent or nor any of its their respective directors, officers, employees, or agents shall 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 in, this Agreement, any other Loan Document or any related 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 terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents; (iii) responsible to any other Secured Party for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations, the Other Liabilities or Canadian Liabilities Obligations or any information contained in the books or records of the Loan Parties; (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 furnished in connection therewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations, the Other Liabilities or the Canadian Liabilities Obligations or for the value or sufficiency of any of the Collateral. (b) Each of the The Agents and the Canadian Agent may execute any of its their duties under this Agreement or any other Loan Document by or through its 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 Agent or the Canadian Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. (c) No Agent or the Canadian Agent or any of its 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 or Canadian 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) Each of the Agents and the Canadian Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it 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. Each of the Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Applicable Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the other Secured Parties against any and all liability and expense which may be incurred by it by reason of the taking or failing to take any such action.Loan

Liability of Agents. (a) Each of the Agents and the Canadian AgentAgents, when acting on behalf of the Credit PartiesAgent, Lenders, Swingline Lender, Issuing Bank, or other Secured Parties may execute any of its respective duties under this Agreement or any of the other Loan Documents by or through any of its respective officers, agents and employees, and no Agent or none of the Canadian Agent or any of its Agents nor their respective directors, officers, agents or employees shall be liable to any other Secured Party or any of them for any action taken or omitted to be taken in good faith, or be responsible to any other Secured Party 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 law by reason of such Agent’s or Canadian Agent’s own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final misconduct. The Agents and non-appealable decision). No Agent or the Canadian Agent or any of its their respective directors, officers, agents and employees shall in any no event be liable to any other Secured Party or to any of them for any action taken or omitted to be taken by it them pursuant to instructions received by it them from the Applicable Required Lenders, or all Lenders, as applicable, or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, no Agent or none of the Canadian Agent or Agents, nor any of its their respective directors, officers, employees, or agents (A) shall be: (i) be 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 in, this Agreement, any other Loan Document or any related agreement, document or order; , or (iiB) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants, or agreements of the Loan Parties under this Agreement or any of the Loan Documents; , or (iiiC) shall be responsible to any other Secured Party for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the ObligationsObligations of the Loan Parties hereunder, the Other Liabilities or Canadian Liabilities or any information contained in the books or records of the Loan Parties; or (ivD) shall be 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 furnished in connection therewith; or (vE) shall be responsible to any other Secured Party for the validity, priority or perfection of any Lien lien securing or purporting to secure the Obligations, the Other Liabilities Obligations or the Canadian Liabilities or for the value or sufficiency of any of the Collateral. (b) Each of the The Agents and the Canadian Agent may execute any of its their duties under this Agreement or any other Loan Document by or through its 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 Agent or the Canadian Agent The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it them with reasonable care. (c) No Agent or None of the Canadian Agent or Agents nor any of its their respective directors, officers, employees, or agents shall have any responsibility to any the Loan Party Parties on account of the failure or delay in performance or breach by any other Secured Party (other than by each such Agent or Canadian the Agent in its capacity as a Lender) or the Issuing Bank of any of its their respective obligations under this Agreement or any of the other Loan Documents or in connection herewith or therewith. (d) Each of the The Agents and the Canadian Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it 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 Partythe Agents. Each of the The Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it they shall first receive such advice or concurrence of the Applicable applicable Lenders as it deems they deem appropriate or it they shall first be indemnified to its their satisfaction by the other Secured Parties Lenders against any and all liability and expense which may be incurred by it them by reason of the taking or failing to take any such action.

Liability of Agents. (a) Each of the Agents and the Canadian AgentThe Agents, when acting on behalf of the Credit Secured Parties, may execute any of its their respective duties under this Agreement or any of the other Loan Credit Documents by or through any of its their respective officers, agents and employees, and no Agent or none of the Canadian Agent or Agents nor any of its their respective directors, officers, agents or employees shall be liable to any other Secured Party for any action taken or 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 law by reason of such Agent’s or Canadian Agent’s 's own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Agent or None of the Canadian Agent or Agents nor any of its their respective directors, officers, agents and employees shall in any event be liable to any other Secured Party for any action taken or omitted to be taken by it pursuant to instructions received by it from the Applicable Required Lenders, all Lenders or affected Lenders, as applicable, or in reliance upon the advice of counsel selected by it. Without limiting the foregoingforegoing none of the Agents, no Agent or the Canadian Agent or nor any of its their respective directors, officers, employees, or agents shall 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 in, this Agreement, any other Loan Credit Document or any related agreement, document or order; (ii) required to ascertain or to make any inquiry concerning the performance or observance by any Loan Credit Party of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Credit Documents; (iii) responsible to any other Secured Party for the state or condition of any properties of the Loan Credit Parties or any other obligor hereunder constituting Collateral for the Obligations, the Other Liabilities or Canadian Liabilities Obligations or any information contained in the books or records of the Loan Credit Parties; (iv) responsible to any other Secured Party for the validity, enforceability, collectibilitycollectability, effectiveness or genuineness of this Agreement or any other Loan Credit Document or any other certificate, document or instrument furnished in connection therewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations, the Other Liabilities or the Canadian Liabilities Obligations or for the value or sufficiency of any of the Collateral. (b) Each of the The Agents and the Canadian Agent may execute any of its their duties under this Agreement or any other Loan Credit Document by or through its 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 Credit Documents. No Agent or the Canadian Agent The Agents shall not be responsible for the negligence or misconduct of any agents agent or attorneys-in-fact selected by it them with reasonable care. (c) No Agent or None of the Canadian Agent or Agents nor any of its their respective directors, officers, employees, or agents shall have any responsibility to any Loan Credit Party on account of the failure or delay in performance or breach by any other Secured Party (other than by each such Agent or Canadian Agent in its capacity as a Lender) of any of its respective obligations under this Agreement or any of the other Loan Credit Documents or in connection herewith or therewith. (d) Each of the The Agents and the Canadian Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it them to be genuine and correct and to have been signed, sent or made by the proper person Person or personsPersons, and upon the advice and statements of legal counsel (including, without, limitation, including counsel to the Loan Credit Parties), independent accountants and other experts selected by any Loan Credit Party or any Secured Party. Each of the The Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it they shall first receive such advice or concurrence of the Applicable Required Lenders, all Lenders or affected Lenders, as it deems applicable, as they deem appropriate or it they shall first be indemnified to its their satisfaction by the other Secured Parties against any and all liability and expense which may be incurred by it them by reason of the taking or failing to take any such action.

Liability of Agents. (a) Each of the The Agents and the Canadian Agent, when acting on behalf of the Credit Parties, may execute any of its their respective duties under this Agreement or any of the other Loan Documents by or through any of its officers, agents and employees, and no Agent or nor the Canadian Agent or nor any of its their respective directors, officers, agents or employees shall be liable to any other Secured Party for any action taken or 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 law by reason of such Agent’s or Canadian Agent’s own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Agent or nor the Canadian Agent or nor any of its their respective directors, officers, agents and employees shall in any event be liable to any other Secured Party for any action taken or 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 foregoingforegoing no Agent, no Agent or nor the Canadian Agent or Agent, nor any of its respective directors, officers, employees, or agents shall 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 in, this Agreement, any other Loan Document or any related 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 terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents; (iii) responsible to any other Secured Party for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations, the Other Liabilities or Canadian Liabilities or any information contained in the books or records of the Loan Parties; (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 furnished in connection therewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations, the Other Liabilities or the Canadian Liabilities or for the value or sufficiency of any of the Collateral. (b) Each of the The Agents and the Canadian Agent may execute any of its their duties under this Agreement or any other Loan Document by or through its 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 Agent or The Agents and the Canadian Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. (c) No Agent or None of the Agents, the Canadian Agent or nor the nor any of its 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 or Canadian 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) Each of the The Agents and the Canadian Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it 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. Each of the The Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it they shall first receive such advice or concurrence of the Applicable Lenders as it deems they deem appropriate or it they shall first be indemnified to its their satisfaction by the other Secured Parties against any and all liability and expense which may be incurred by it them by reason of the taking or failing to take any such action.

Liability of Agents. (a) Each of the Agents and the Canadian Agent, when acting on behalf of the Credit Parties, may execute any of its respective duties under this Agreement or any of the other Loan Documents by or through any of its officers, agents and employees, and no Agent or the Canadian Agent or any of its respective directors, officers, agents or employees shall be liable to any other Secured Party for any action taken or 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 law by reason of such Agent’s or Canadian Agent’s own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). No Agent or the Canadian Agent or any of its respective directors, officers, agents and employees shall in any event be liable to any other Secured Party for any action taken or 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, no Agent or the Canadian Agent or any of its respective directors, officers, employees, or agents shall 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 in, this Agreement, any other Loan Document or any related agreement, 164 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 terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents; (iii) responsible to any other Secured Party for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the Obligations, the Other Liabilities or Canadian Liabilities or any information contained in the books or records of the Loan Parties; (iv) responsible to any other Secured Party for the validity, enforceability, collectibilitycollectability, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (v) responsible to any other Secured Party for the validity, priority or perfection of any Lien securing or purporting to secure the Obligations, the Other Liabilities or the Canadian Liabilities or for the value or sufficiency of any of the Collateral. (b) Each of the Agents and the Canadian Agent may execute any of its duties under this Agreement or any other Loan Document by or through its 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 Agent or the Canadian Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. (c) No Agent or the Canadian Agent or any of its 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 or Canadian 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) Each of the Agents and the Canadian Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it in good faith 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. Each of the Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Applicable Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the other Secured Parties against any and all liability and expense which may be incurred by it by reason of the taking or failing to take any such action.

Liability of Agents. (a) Each of the Agents and the Canadian AgentAgents, when acting on behalf of the Credit other Agents, the Lenders, the Swingline Lender, the Issuing Bank, or the other Secured Parties, may execute any of its respective duties under this Agreement or any of the other Loan Documents by or through any of its respective officers, agents and employees, and no Agent or none of the Canadian Agent or any of its Agents nor their respective directors, officers, agents or employees shall be liable to any other Secured Party or any of them for any action taken or omitted to be taken in good faith, or be responsible to any other Secured Party 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 law by reason of such Agent’s or Canadian Agent’s own gross negligence or willful misconduct (as determined by a court misconduct. None of competent jurisdiction in a final and non-appealable decision). No Agent or the Canadian Agent or any of its Agents nor their respective directors, officers, agents and employees shall in any event be liable to any other Secured Party or to any of them for any action taken or omitted to be taken by it them pursuant to instructions received by it them from the Applicable Required Lenders, or all Lenders, as applicable, or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, no Agent or none of the Canadian Agent or Agents, nor any of its their respective directors, officers, employees, or agents shall beagents: (i) shall be 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 in, this Agreement, any other Loan Document or any related agreement, document or order; or (ii) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants, or agreements of the Loan Parties under this Agreement or any of the Loan Documents; or (iii) shall be responsible to any other Secured Party for the state or condition of any properties of the Loan Parties or any other obligor hereunder constituting Collateral for the ObligationsObligations of the Loan Parties hereunder, the Other Liabilities or Canadian Liabilities or any information contained in the books or records of the Loan Parties; or (iv) shall be 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 furnished in connection therewith; or (v) shall be responsible to any other Secured Party for the validity, priority or perfection of any Lien lien securing or purporting to secure the Obligations, the Other Liabilities Obligations or the Canadian Liabilities or for the value or sufficiency of any of the Collateral. (b) Each of the The Agents and the Canadian Agent may execute any of its their duties under this Agreement or any other Loan Document by or through its their agents or attorneys-in-fact, and shall be entitled to the advice of counsel concerning all matters pertaining to its their rights and duties hereunder or under the other Loan Documents. No Agent or the Canadian Agent The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it them with reasonable care. (c) No Agent or None of the Canadian Agent or Agents, nor any of its their respective directors, officers, employees, or agents agents, shall have any responsibility to any the Loan Party Parties on account of the failure or delay in performance or breach by any other Secured Party (other than by each such Agent or Canadian any Agent in its capacity as a Lender) or the Issuing Bank of any of its their respective obligations under this Agreement or any of the other Loan Documents or in connection herewith or therewith. (d) Each of the Agents and the Canadian Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing believed by it 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 Partythe Agents. Each of the The Agents and the Canadian Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it they shall first receive such advice or concurrence of the Applicable applicable Lenders as it deems they deem appropriate or it they shall first be indemnified to its their satisfaction by the other Secured Parties Lenders against any and all liability and expense which may be incurred by it them by reason of the taking or failing to take any such action.