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 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 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 officers, agents and employees, and no Agent or the Canadian Agent or any of nor its respective directors, officers, agents or employees shall be liable to any other Secured Credit Party for any action taken or omitted to be taken in good faith, or be responsible to any other Secured Credit 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 negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision)misconduct. 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 Credit 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 - 69 - 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 Credit 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 Credit 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 Credit 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 Credit 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 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 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 Credit 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 Credit 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 appropriate or it they shall first be indemnified to its satisfaction by the other Secured Credit 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 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 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.

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.