Common use of Exculpatory Provisions Clause in Contracts

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneysNo Agent-in-fact or Affiliates Related Person shall (a) be (i) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Credit Agreement or any other Loan Credit Document or the transactions contemplated hereby (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) misconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Lenders Lender or any other Secured Party participant for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by any Loan Credit Party or any officer thereof thereof, contained herein or in this Agreement or any other Loan Document or any Specified Hedge Agreement Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Credit Agreement or any other Loan Document Credit Document, or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Loan Document or any Specified Hedge Agreement Credit Document, or for any failure of any Loan Credit Party a or any other party thereto to any Credit Document to perform its obligations hereunder or thereunder. The Agents No Agent-Related Person shall not be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan PartyCredit Party or any Affiliate thereof.

Exculpatory Provisions. Neither any No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan of any Borrower, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for any failure of any Loan Borrower or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan Credit Party. The Collateral Agent shall not be under any obligation to the Administrative Agent, any Lender, the Swingline Lender or any Letter of Credit Issuer to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party.

Exculpatory Provisions. Neither any (a) No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party participant for any recitals, statements, representations or warranties made by any Loan of Holdings, the Borrower, any other Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Credit Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents, or for any failure of Holdings, the Borrower, any Loan other Guarantor or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender other Secured Bank Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan PartyCredit Party or any Affiliate thereof.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneysNo Agent-in-fact or Affiliates Related Person shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection herewith or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from other Loan Documents or the transactions contemplated hereby or thereby (except for its or such Person’s own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein) or (ii) responsible in any manner to any of the Lenders or any other Secured Party participants for any recitals, statements, representations or warranties made by any of the Loan Party Parties contained herein or in any officer thereof contained in this Agreement or any of the other Loan Document or any Specified Hedge Agreement Documents or in any certificate, report, document, financial statement or other document written or oral statement referred to or provided for in, or received by the Agents an Agent under or in connection with, this Agreement herewith or any in connection with the other Loan Document Documents, or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency therefor of this Agreement or any of the other Loan Document or any Specified Hedge Agreement Documents, or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent-Related Person shall not be under any obligation to any Lender or participant or be required to ascertain or to inquire as to the performance or observance or performance of any of the terms, conditions, provisions, covenants or agreements contained in, herein or conditions of, this Agreement therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any other Loan Document Default or any Specified Hedge Agreement, Event of Default or to inspect the properties, books or records of the Loan Parties or any Loan PartyAffiliate thereof.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-attorneys in fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any the Administrative Agent nor the Collateral Agent, nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Personperson’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Neither the Administrative Agent nor the Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact fact, Subsidiaries or Affiliates (each, an “Agent-Related Person”) shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent or Collateral Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party. In no event shall the Agents be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Exculpatory Provisions. Neither any No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan of the Borrower, any Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for any failure of the Borrower, any Loan Guarantor or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan Credit Party. The Collateral Agent shall not be under any obligation to the Administrative Agent, any Lender, the Swingline Lender or any Letter of Credit Issuer to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party.

Exculpatory Provisions. Neither any Agent None of the Agents nor any of their respective directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Transaction Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Lenders or any other Secured Party Agents for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or Agreement, any other Loan Transaction Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement other document furnished in connection herewith or therewith, or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The None of the Agents shall not be under any obligation to any other Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementTransaction Document, or to inspect the properties, books or records of the Loan Parties. None of the Agents shall be deemed to have knowledge of any Loan PartyAmortization Event or Unmatured Amortization Event unless such Agent has received notice from Borrower, another Agent or a Lender.

Exculpatory Provisions. Neither any (a) No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct, as determined in the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party participant for any recitals, statements, representations or warranties made by any Loan of Holdings, the Borrower, any other Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Credit Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents, or for any failure of Holdings, the Borrower, any Loan other Guarantor or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender other Secured Bank Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan PartyCredit Party or any Affiliate thereof.

Exculpatory Provisions. Neither any the Administrative Agent, the Multicurrency Administrative Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent or the Multicurrency Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Neither the Administrative Agent nor the Multicurrency Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any No Agent nor any of their its respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by the Borrower, any Loan Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent or any Collateral Agent under or in connection with, this Agreement or any other Loan Document Credit Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for any failure of the Borrower, any Loan Guarantor or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan Credit Party.

Exculpatory Provisions. Neither None of the Agents, any Agent nor Other Representative or any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents or the Other Representatives under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents and the Other Representatives shall not be under any obligation to any Lender or any other Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither No Agent (for purposes of this Article VIII, “Agent” and “Agents” shall mean the collective reference to the Agent and any Agent other Lender designated as an “Agent” for purposes of this Agreement nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party that is a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor None of the Program Agent, the Managing Agents or any of their respective directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Transaction Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Lenders or any other Secured Party Investors for any recitals, statements, representations or warranties made by any Loan Seller Party or any officer thereof contained in this Agreement or Agreement, any other Loan Transaction Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement other document furnished in connection herewith or therewith, or for any failure of any Loan Seller Party a party thereto to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Agents Neither the Program Agent nor any Managing Agent shall not be under any obligation to any Lender Investor to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementTransaction Document, or to inspect the properties, books or records of the Seller Parties. Neither the Program Agent nor any Loan PartyManaging Agent shall be deemed to have knowledge of any Amortization Event or Potential Amortization Event unless the Program Agent or such Managing Agent, as applicable, has received notice from Seller or an Investor. No Managing Agent shall have any responsibility hereunder to any Investor other than the Investors in its Investor Group.

Exculpatory Provisions. Neither any Applicable Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents any Applicable Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Applicable Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent None of the Agents nor any of their respective its directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Transaction Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Lenders Purchasers or any other Secured Party Agents for any recitals, statements, representations or warranties made by any Loan Seller Party or any officer thereof contained in this Agreement or Agreement, any other Loan Transaction Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement other document furnished in connection herewith or therewith, or for any failure of any Loan Seller Party a party thereto to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The None of the Agents shall not be under any obligation to any Lender Purchaser or any other Agent to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementTransaction Document, or to inspect the properties, books or records of the Seller Parties. None of the Agents shall be deemed to have knowledge of any Loan PartyAmortization Event or Potential Amortization Event unless such Agent has received notice from Seller or a Purchaser.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneysNo Agent-in-fact or Affiliates Related Person shall (a) be (i) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Credit Agreement or any other Loan Credit Document or the transactions contemplated hereby (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein) or (iib) be responsible in any manner to any of the Lenders Lender or any other Secured Party participant for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by any Loan Party the Borrower or any officer thereof thereof, contained herein or in this Agreement or any other Loan Document or any Specified Hedge Agreement Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Credit Agreement or any other Loan Document Credit Document, or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Loan Document or any Specified Hedge Agreement Credit Document, or for any failure of the Borrower or any Loan Party a other party thereto to any Credit Document to perform its obligations hereunder or thereunder. The Agents No Agent-Related Person shall not be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of the Borrower or any Loan Partyof its Affiliates.

Exculpatory Provisions. Neither any Administrative Agent, the Syndication Agent, any Co-Documentation Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by Borrower or any Loan Party of its Subsidiaries or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents any such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of Borrower or any Loan Party of its Subsidiaries a party thereto to perform its obligations hereunder or thereunder. The Agents No such Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of Borrower or any Loan Partyof its Subsidiaries.

Exculpatory Provisions. Neither any Arranger, nor any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from its or such Person’s 's own gross negligence or willful misconductmisconduct in breach of a duty owed to the party asserting liability) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Arrangers or the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent None of the Agents nor any of their respective its directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Transaction Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Lenders or any other Secured Party Agents for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or Agreement, any other Loan Transaction Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement other document furnished in connection herewith or therewith, or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The None of the Agents shall not be under any obligation to any other Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementTransaction Document, or to inspect the properties, books or records of the Loan Parties. None of the Agents shall be deemed to have knowledge of any Loan PartyAmortization Event or Unmatured Amortization Event unless such Agent has received notice from Borrower, another Agent or a Lender.

Exculpatory Provisions. Neither any (a) No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party participant for any recitals, statements, representations or warranties made by any Loan of Holdings, the Borrower, any other Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Credit Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents, or for any failure of Holdings, the Borrower, any Loan other Guarantor or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender other Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan PartyCredit Party or any Affiliate thereof.

Exculpatory Provisions. Neither any Agent the Agent, the Collateral Agent, nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (ia) required to initiate or conduct any litigation or collection proceedings hereunder, except with the concurrence of the Required Lenders and contribution by each Lender of its Percentage Share of costs reasonably expected by the Agent or the Collateral Agent to be incurred in connection therewith, (b) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own for gross negligence or willful misconduct) misconduct of the Agent, the Collateral Agent, or such Person), or (iic) responsible in any manner to any of the Lenders or any other Secured Party Lender for any recitals, statements, representations or warranties made by any Loan Party the Borrowers or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto the Borrower to perform its obligations hereunder or thereunder. The Agents Neither the Agent nor the Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Partythe Borrowers.

Exculpatory Provisions. Neither any the Agent nor any of their respective officers, its directors, members, partnersofficers, employees, agents, attorneys-in-fact agents or Affiliates affiliates shall be (i) be liable to any Bank for any action lawfully taken or omitted to be taken by it or such Person them hereunder, or in connection herewith, including pursuant to any other Senior Loan Document, unless caused by its or their own gross negligence or willful misconduct, (ii) be responsible in any manner to any of the Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Senior Loan Document or for any recital, representation, warranty, document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Senior Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) Document, or (iiiii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender of the Banks to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, covenants or conditions hereof or thereof on the part of the Borrower or any Subsidiary of the Borrower, or conditions ofthe financial condition of the Borrower or any Subsidiary of the Borrower, this Agreement or the existence or possible existence of any Event of Default or Potential Default. Neither the Agent nor any Bank nor any of their respective directors, officers, employees, agents, attorneys or affiliates shall be liable to the Borrower or any other Loan Document Party for consequential damages resulting from any breach of contract, tort or any Specified Hedge Agreementother wrong in connection with the negotiation, documentation or to inspect administration of the properties, books Senior Loan Documents or records the collection of any Loan Partythe Loans.

Exculpatory Provisions. Neither any the Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (ia) required to initiate or conduct any litigation or collection proceedings hereunder, except with the contribution by each Lender of its Percentage Share of costs reasonably expected by the Agent to be incurred in connection therewith, (b) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own for gross negligence or willful misconductmisconduct of the Agent or such Person) or (iic) responsible in any manner to any of the Lenders Lender or any other Secured Party Approved Hedge Counterparty for any recitals, statements, representations or warranties made by the Borrower or any Loan Party of the Guarantors or any officer or representative thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of the Borrower or any Loan Party a party thereto of the Guarantors to perform its obligations hereunder or thereunder. The Agents Agent shall not be under any obligation to any Lender or any other Approved Hedge Counterparty to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of the Borrower or any Loan Partyof the Guarantors.

Exculpatory Provisions. Neither None of the Administrative Agents, the Collateral Agent, the Swingline Lender, the Letter of Credit Issuer, any other Agent nor or any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Borrower, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents None of the Administrative Agent, the Collateral Agent, the Swingline Lender, the Letter of Credit Issuer or any other Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-attorneys in fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-attorneys in fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent Agent, the Issuing Lender nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or Agreement, any other Loan Document or any Specified Hedge Agreement Bond Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or Agreement, any other Loan Document or any Specified Hedge Agreement Bond Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Agreement, any other Loan Document or any Specified Hedge Agreement Bond Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Neither the Agents nor the Issuing Lender shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Agreement, any other Loan Document or any Specified Hedge AgreementLoan Document, or to inspect the properties, books or records of any Loan Party. Without limiting the generality of the foregoing, the Collateral Agent shall not be responsible to any of the Agents or any of the Lenders for the existence, creation, attachment, perfection or priority of any lien or security interest in the Collateral or any part thereof or for the existence of any liens, security interests or other encumbrances or charges thereon.

Exculpatory Provisions. Neither any the Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact fact, Subsidiaries or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconductmisconduct as determined by the final non-appealable judgment of a court of competent jurisdiction) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by the Borrower, any other Loan Party Party, or any other party to the Loan Documents, or any officer thereof thereof, contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of the Borrower, any other Loan Party a Party, or any other party thereto to the Loan Documents to perform its obligations hereunder or thereunder. The Agents Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of the Borrower, any other Loan Party, or any other party to the Loan Documents.

Exculpatory Provisions. Neither any the Administrative Agent nor the Collateral Agent, nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Personperson’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by the Borrower or any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of the Borrower or any other Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Neither the Administrative Agent nor the Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party. The provisions of this Article VIII (other than Section 8.09 which benefits, and may be enforced by, the Loan Parties) are solely for the benefit of the Administrative Agent, the Collateral Agent, the Disbursement Agent and the Lenders, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

Exculpatory Provisions. Neither any the Administrative Agent nor any of their its respective officers, directors, members, partners, employees, agents, attorneys-in-in- fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own 's gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or other Person or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of the Borrower or any Loan Party a party thereto or any other Person to perform its obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of the Borrower or any other Loan Party.

Exculpatory Provisions. Neither None of the Arranger, any Agent nor or any of their respective officers, directors, members, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable non-appealable decision of a court of competent jurisdiction to have resulted solely and proximately from its or such Person’s 's own gross negligence or willful misconductmisconduct in breach of a duty owed to the party asserting liability) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by Parent or any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Arranger or the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of Parent or any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of Parent or any Loan Party.

Exculpatory Provisions. Neither any Agent (for purposes of this Article VIII, "Agents" shall mean the collective reference to the Agent and any other Lender designated as an "Agent" for purposes of this Agreement, including the syndication agents and the documentation agents) nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither the Arranger, nor any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from its or such Person’s 's own gross negligence or willful misconductmisconduct in breach of a duty owed to the party asserting liability) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Arranger or the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any the Administrative Agent nor any of its Affiliates (other than the Company and its Subsidiaries) nor any of its or their respective officers, directors, members, partners, employees, agents, advisors, attorneys-in-fact or Affiliates controlling persons shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitalsRecitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither None of the Agent, the Swingline Lender, any Agent Issuing Bank, nor any of their respective officers, directors, members, partners, employees, agents, advisors, attorneys-in-fact or Affiliates affiliates shall be (i) liable to any other Credit Party for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Credit Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent, the Swingline Lender or Issuing Banks under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Neither the Agent, the Swingline Lender nor any Issuing Bank shall not be under any obligation to any Lender other Credit Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any None of their respective officers, directors, members, partners, employees, agents, attorneysthe Administrative Agent-in-fact or Affiliates Related Persons shall (a) be (i) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or for such Person’s own gross negligence negligence, bad faith or willful misconduct) ), or (iib) be responsible in any manner to any of the Lenders or the Issuing Bank for any recital, statement, representation or warranty made by the Borrower or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party Affiliate of the Borrower or any officer thereof contained in this Agreement or in any other Loan Document or any Specified Hedge Agreement Document, or in any certificate, report, statement or other document referred to or provided for in, in or received by the Agents Administrative Agent under or in connection with, with this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Notes or any other Loan Document or any Specified Hedge Agreement Document, or for any failure of the Borrower or any other party to any Loan Party a party thereto Document to perform its obligations hereunder or thereunder. The Agents No Administrative Agent-Related Person shall not be under any obligation to any Lender or the Issuing Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of the Borrower or any Loan Partyother Affiliate of the Borrower.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party Group Member or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party Group Member a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan PartyGroup Member.

Exculpatory Provisions. Neither the Agent, any Lender Group Agent nor any of their respective directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Transaction Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s own gross negligence or willful misconduct) ), or (iib) responsible in any manner to any of the Lenders or any other Secured Party Parties for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or Agreement, any other Loan Transaction Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents hereunder or under or in connection with, this Agreement or any other Loan Transaction Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Transaction Document or any Specified Hedge Agreement other document furnished in connection herewith or therewith, or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunderunder any Transaction Document, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Agents Neither the Agent nor any Lender Group Agent shall not be under any obligation to any Lender Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementTransaction Document, or to inspect the properties, books or records of the Loan Parties. Neither the Agent nor any Loan PartyLender Group Agent shall be deemed to have knowledge of any Amortization Event or Unmatured Amortization Event unless it has received notice of such event.

Exculpatory Provisions. Neither any the Administrative Agent nor any of their its respective officers, directors, members, partners, employees, agents, attorneys-in-attorneys in fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement Agreement, or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement or any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any the Administrative Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party Lender Parties for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan Party.. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents, and its duties hereunder shall be administrative in nature. 105 Yards Creek – Credit Agreement

Exculpatory Provisions. Neither any Agent nor None of the Agent, the Managing Agents or any of their respective directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Transaction Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Lenders or any other Secured Party Purchasers for any recitals, statements, representations or warranties made by any Loan Seller Party or any officer thereof contained in this Agreement or Agreement, any other Loan Transaction Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement other document furnished in connection herewith or therewith, or for any failure of any Loan Seller Party a party thereto to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Agents Neither the Agent nor any Managing Agent shall not be under any obligation to any Lender Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementTransaction Document, or to inspect the properties, books or records of the Seller Parties. Neither the Agent nor any Loan PartyManaging Agent shall be deemed to have knowledge of any Amortization Event or Potential Amortization Event unless the Agent or such Managing Agent has received notice from Seller or a Purchaser. No Managing Agent shall have any responsibility hereunder to any Purchaser other than the Purchasers in its Purchase Group.

Exculpatory Provisions. Neither any the Agent nor any of their respective its directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Basic Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party the Borrower or any officer thereof the Servicer contained in this Agreement or any other Loan Basic Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Basic Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Basic Document or any Specified Hedge Agreement other document furnished in connection herewith, or for any failure of any Loan Party a party thereto the Borrower or the Servicer to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article III. The Agents Agent shall not be under any obligation to any Lender Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementBasic Document, or to inspect the properties, books or records of the Borrower or the Servicer, except as specified herein. The Agent shall not be deemed to have knowledge of any Loan Event of Default unless the Agent has received notice from the Borrower, a Servicer or a Secured Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates Related Parties shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither the Administrative Agent nor any Agent Issuing Lender nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s 's own gross negligence or willful misconduct) ), or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party the Company or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement Credit Document, or for any failure of the Company or any Loan Party a party thereto other Person to perform its obligations hereunder or thereunder. The Agents Neither the Administrative Agent nor any Issuing Lender shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement, or to inspect the properties, books or records of the Company or any Loan Partyof its Subsidiaries. This subsection 9.3 is intended to govern the relationship between the Administrative Agent and the Issuing Lenders, on the one hand, and the Lenders, on the other.

Exculpatory Provisions. Neither any the Administrative Agent nor any ---------------------- of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted result from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any the Administrative Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by the Borrower, any other Loan Party or any officer thereof contained in this Agreement or Agreement, any other Loan Document or any Specified Hedge the Intercreditor and Collateral Agency Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or Agreement, any other Loan Document or any Specified Hedge the Intercreditor and Collateral Agency Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Agreement, any other Loan Document or any Specified Hedge the Intercreditor and Collateral Agency Agreement or for any failure of the Borrower or any other Loan Party a party thereto to perform its obligations Obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Agreement, any other Loan Document or any Specified Hedge the Intercreditor and Collateral Agency Agreement, or to inspect the properties, books or records of the Borrower or any other Loan Party.

Exculpatory Provisions. Neither any No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party participant for any recitals, statements, representations or warranties made by any of the Borrower, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents, or for any failure of the Borrower or any other Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document Document, or to inspect the properties, books or records of any Loan Party or any Specified Hedge AgreementAffiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any (a) No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party participant for any recitals, statements, representations or warranties made by any Loan of Holdings, the Borrowers, any other Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Credit Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents, or for any failure of Holdings, the Borrowers, any Loan other Guarantor or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender other Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan PartyCredit Party or any Affiliate thereof.

Exculpatory Provisions. Neither any Agent None of the Agents nor any of their respective its directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Transaction Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s 's own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Lenders or any other Secured Party Agents for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or Agreement, any other Loan Transaction Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement other document furnished in connection herewith or therewith, or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The None of the Agents shall not be under any obligation to any other Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementTransaction Document, or to inspect the properties, books or records of the Loan Parties. None of the Agents shall be deemed to have knowledge of any Loan PartyAmortization Event or Unmatured Amortization Event unless such Agent has received notice from Borrower, another Agent or a Lender.

Exculpatory Provisions. Neither any the Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact fact, Subsidiaries or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconductmisconduct as determined by the final non-appealable judgment of a court of competent jurisdiction) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by the Borrower, any other Loan Party Party, or any other party to the Loan Documents, or any officer thereof thereof, contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of the Borrower, any other Loan Party a Party, or any other party thereto to the Loan Documents to perform its obligations hereunder or thereunder. The Agents Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of the Borrower, any other Loan Party., or any other party to the Loan Documents. 108

Exculpatory Provisions. Neither any Agent, Collateral Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s Persons own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party Company or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto Company to perform its obligations hereunder or thereunder. The Agents Neither Agent nor Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions ofto, this Agreement or any other Loan Document or any Specified Hedge Agreementas to the use of proceeds of the Loans or of the existence or possible existence of a Default or Event of Default, or to inspect the properties, books or records of Company. Notwithstanding anything herein to the contrary, neither Agent nor Collateral Agent shall have any Loan Partyliability arising from confirmations of the amount of outstanding Loans.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified 110 Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent the Administrative Agent, the Issuing Banks nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates Related Parties shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party Participating Banks for any recitals, statements, representations or warranties made by any Loan the Account Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan the Account Party a party thereto to perform its obligations hereunder or thereunder. The Agents Except as otherwise expressly set forth herein, the Administrative Agent and the Issuing Banks shall not be under any obligation to any Lender Participating Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of the Account Party. Neither the Syndication Agent nor the Documentation Agent shall have any liabilities, duties or obligations in such capacity under any of the Loan PartyDocuments.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-attorneys in fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party Group Member or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party Group Member a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan PartyGroup Member.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any None of the Funding Agents, the ---------------------- Collateral Agent nor or any of their respective directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (i) liable for any action lawfully taken or omitted to be taken by it (i) with the consent or such Person under at the direction of the Purchasers (or in connection with this Agreement or the case of any other Loan Document (except Funding Agent, the Purchasers relating to the extent such Funding Agent) that any have a majority of the foregoing are found by a final and nonappealable decision aggregate Commitment of a court the Purchasers or the Funding Agents or (ii) in the absence of competent jurisdiction to have resulted from its or such Person’s own 's gross negligence or willful misconduct. The Collateral Agent shall not be responsible to any Purchaser or Funding Agent for (i) any recitals, representations, warranties or other statements made by the Seller, Servicer, any Originator or any of their Affiliates, (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Transaction Document or any Specified Hedge Agreement or for the Intercreditor Agreement, (iii) any failure of the Seller, the Servicer, any Loan Party a party thereto Originator or any of their Affiliates to perform its obligations hereunder any obligation it may have under any Transaction Document to which it is a party, (iv) the satisfaction of any condition specified in Exhibit II or (v) the failure of any ---------- party to the Intercreditor Agreement (other than the Collateral Agent acting in such capacity) to perform any obligation it may have thereunder. The Agents Collateral Agent shall not be under have any obligation to any Lender Purchaser or Funding Agent to ascertain or to inquire as to about the observance or performance of any of the agreements agreement contained in, or conditions of, this Agreement or in any other Loan Transaction Document or any Specified Hedge Agreement, or to inspect the properties, books or records of the Seller, Servicer, any Loan PartyOriginator or any of their Affiliates.

Exculpatory Provisions. Neither any Agent nor any None of their respective officers, directors, members, partners, employees, agents, attorneysthe Agent-in-fact or Affiliates Related Persons shall be ---------------------- (i) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by any Loan Party Party, or any officer thereof thereof, contained in this Agreement or in any other Loan Document or any Specified Hedge Agreement Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents any Agent-Related Person under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement Document, or for the valuevalue of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement Document, or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Except to the extent otherwise expressly provided in Sections 6.1 and 6.2 hereof, no Agent-Related Person shall not be under ------------ --- any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party. The Administrative Agent shall maintain a record of the principal amount of the Loans and L/C Obligations from time to time outstanding and the respective amounts thereof owing to each Lender. Any records maintained by any Agent-Related Person setting forth the names and addresses of the Lenders and the Commitments of, and the principal amount of the Loans owing to, each Lender from time to time shall be conclusive, in the absence of manifest error.

Exculpatory Provisions. Neither any No Agent nor any of their respective its officers, directors, members, partners, employees, agents, Subagents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct, as determined in the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders (or, in the case of the Collateral Trustee, to the Administrative Agent) or any other Secured Party participant for any recitals, statements, representations or warranties made by any Loan of the Borrowers, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement Document, or for any failure of the Borrowers or any Loan other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Credit Party or any Affiliate thereof. The Collateral Trustee shall not be under any obligation to the Administrative Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Credit Party.

Exculpatory Provisions. Neither any the Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it it, in its capacity as Agent, or such Person at the direction of the Agent under or in connection with this Agreement or any other the Loan Document Documents (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from Agent for its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party the Swing Line Lender for any recitalsrecit- als, statements, representations or warranties made by any Loan Party the Company or any officer thereof contained in this Agreement or any other the Loan Document or any Specified Hedge Agreement Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent under or in connection with, this Agreement or any other the Loan Document or any Specified Hedge Agreement Documents or for the value, validity, effectiveness, genuinenessgenuine- ness, enforceability or sufficiency of this Agreement or any other of the Loan Document or any Specified Hedge Agreement Documents or for any failure of any Loan Party a party thereto thereto, or any other Person to perform its obligations hereunder or thereunder. The Agents Agent shall not be under any obligation to any Lender or the Swing Line Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other the Loan Document or any Specified Hedge AgreementDocuments, or to inspect the properties, books or records of the Company or any of its Subsidiaries. The Agent shall not be under any liability or re- sponsibility whatsoever, as Agent, to the Company or any other Person as a consequence of any failure or delay in performance, or any breach, by any Lender or the Swing Line Lender of any of its obliga- tions under any of the Loan Party.Documents. 10.4

Exculpatory Provisions. Neither any the Administrative Agent, the Multicurrency Administrative Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent or the Multicurrency Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Neither the Administrative Agent nor the Multicurrency Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.. 9.4

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Hedging Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Hedging Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any Specified Hedge 6 Subject to Agent review and comment in all respects. Hedging Agreement or for any failure of any Loan Credit Party a party thereto or other Person to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Credit Document or any Specified Hedge Hedging Agreement, or to inspect the properties, books or records of any Loan Credit Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Table of Contents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any (a) Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (ii) responsible in any manner to any of the Lenders members of the Lender Group or any other Secured Party participant for any recitals, statements, representations or warranties made by any of the Borrower, any other Guarantor, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents, or for any failure of the Borrower, any other Guarantor or any other Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Agent shall not be under any obligation to any other member of the Lender Group to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan PartyParty or any Affiliate thereof.

Exculpatory Provisions. Neither any the Administrative Agent nor any ---------------------- of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted result from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneysNo Agent-in-fact or Affiliates Related Person shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection herewith or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from other Term Loan Documents or the transactions contemplated hereby or thereby (except for its or such Person’s own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein) or (ii) responsible in any manner to any of the Lenders or any other Secured Party participants for any recitals, statements, representations or warranties made by any of the Loan Party Parties contained herein or in any officer thereof contained in this Agreement or any of the other Term Loan Document or any Specified Hedge Agreement Documents or in any certificate, report, document, financial statement or other document written or oral statement referred to or provided for in, or received by the Agents an Agent under or in connection withherewith or in connection with the other Term Loan Documents, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency therefor of this Agreement or any of the other Term Loan Document or any Specified Hedge Agreement Documents, or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent-Related Person shall not be under any obligation to any Lender or participant or be required to ascertain or to inquire as to the performance or observance or performance of any of the terms, conditions, provisions, covenants or agreements contained in, herein or conditions of, this Agreement therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any other Loan Document Default or any Specified Hedge Agreement, Event of Default or to inspect the properties, books or records of the Loan Parties or any Loan PartyAffiliate thereof.

Exculpatory Provisions. Neither None of the Administrative Agents, the Collateral Agent, the Swingline Lender, the Letter of Credit Issuer, any other Agent nor or any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Borrower, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for any failure of any Loan Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents None of the Administrative Agent, the Collateral Agent, the Swingline Lender, the Letter of Credit Issuer or any other Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan Credit Party.

Exculpatory Provisions. Neither any (a) No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact fact, affiliates or Affiliates controlling Persons shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party Lender Parties for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by the Borrower or any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of the Borrower or any other Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent-Related Person shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of the Borrower or any other Loan Party.

Exculpatory Provisions. Neither None of the Administrative Agents, the Collateral Agent, the Swingline Lender, the Letter of Credit Issuer, any other Agent nor or any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found for its or such Person’sPerson’s own gross negligence or willful misconduct as determined by a final and nonappealable decision judgment of a court of competent jurisdiction to have resulted from in connection with its or such Person’s own gross negligence or willful misconductduties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Borrower, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents None of the Administrative Agent, the Collateral Agent, the Swingline Lender, the Letter of Credit Issuer or any other Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent, Collateral Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s Persons own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party Banks for any recitals, statements, representations or warranties made by any Loan Party Company or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto Company to perform its obligations hereunder or thereunder. The Agents Neither Agent nor Collateral Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions ofto, this Agreement or any other Loan Document or any Specified Hedge Agreementas to the use of proceeds of the Loans or of the existence or possible existence of a Default or Event of Default, or to inspect the properties, books or records of Company. Notwithstanding anything herein to the contrary, neither Agent nor Collateral Agent shall have any Loan Partyliability arising from confirmations of the amount of outstanding Loans.

Exculpatory Provisions. Neither any the Administrative Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable to any of the Banks or the Issuing Bank for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders Banks or any other Secured Party the Issuing Bank for any recitals, statements, representations or warranties made by the Borrower, Southern or any Loan Party other Project Participant or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement Project Document or in the Information Memorandum or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent or any Bank or the Issuing Bank under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement Project Document or the Information Memorandum or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Bank Notes or any other Loan Document or any Specified Hedge Agreement Project 100 Document or for any failure of the Borrower, Southern or any Loan Party a party thereto other Project Participant to perform its obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender Bank or the Issuing Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementProject Document, or to inspect the properties, books or records of the Borrower, Southern or any Loan Partyother Project Participant.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except with respect to any Person, to the extent that any of the foregoing are such Person is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any the Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other the Loan Document Documents (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from Agent for its or such Person’s own gross negligence or willful misconduct) ), or (ii) responsible in any manner to the Issuing Bank or any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other the Loan Document or any Specified Hedge Agreement Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agent under or in connection with, this Agreement or any other the Loan Document or any Specified Hedge Agreement Documents or for the value, validity, effectiveness, genuineness, perfection, enforceability or sufficiency of this Agreement or any other of the Loan Document or any Specified Hedge Agreement Documents or for any failure of any Loan Party a party thereto or any other Person to perform its obligations hereunder or thereunder. The Agents Agent shall not be under any obligation to the Issuing Bank or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other the Loan Document or any Specified Hedge AgreementDocuments, or to inspect the properties, books or records of any Loan Party. The Issuing Bank and the Lenders acknowledge that the Agent shall not be under any duty to take any discretionary action permitted hereunder unless the Agent shall be requested in writing to do so by the Required Lenders. The Agent shall not be under any liability or responsibility whatsoever, as Agent, to any Loan Party or any other Person as a consequence of any failure or delay in performance, or any breach, by the Issuing Bank or any Lender of any of its obligations under any of the Loan Documents.

Exculpatory Provisions. Neither any the Agent nor any of their respective its directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s 's own gross negligence or willful misconduct) misconduct or, in the case of the Agent, the breach of its obligations expressly set forth in this Agreement), or (iib) responsible in any manner to any of the Lenders or any other Secured Party Parties for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof the Issuer contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement document furnished in connection herewith, or for any failure of any Loan Party a party thereto the Issuer to perform its obligations hereunder hereunder, or thereunderfor the satisfaction of any condition specified in Article VII. The Agents Agent shall not be under any obligation to any Lender Note Purchaser Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of the Issuer. The Agent shall not be deemed to have knowledge of any Loan Funding Termination Event or potential Funding Termination Event unless the Agent has received notice from the Issuer or a Note Purchaser Party.

Exculpatory Provisions. Neither any the Working Capital Facility Administrative Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-advisors, attorneys in fact or Affiliates affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Financing Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Working Capital Facility Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Project Party or any officer thereof contained in this Agreement or any other Loan Financing Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Working Capital Facility Administrative Agent under or in connection with, this Agreement or any other Loan Financing Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Financing Document or any Specified Hedge Agreement or for any failure of any Loan Project Party a party thereto to perform its obligations hereunder or thereunder. The Agents Working Capital Facility Administrative Agent shall not be under any obligation to any Working Capital Facility Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementFinancing Document, or to inspect the properties, books or records of any Loan Project Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.1), except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) misconduct or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent None of the Agents nor any of their respective directors, officers, directors, members, partners, employees, agents, attorneys-in-fact agents or Affiliates employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person them under or in connection with this Agreement or any other Loan Transaction Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its for its, their or such Person’s own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any of the Lenders or any other Secured Party Agents for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or Agreement, any other Loan Transaction Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement or for the value, 49 validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, or any other Loan Transaction Document or any Specified Hedge Agreement other document furnished in connection herewith or therewith, or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The None of the Agents shall not be under any obligation to any other Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementTransaction Document, or to inspect the properties, books or records of the Loan Parties. None of the Agents shall be deemed to have knowledge of any Loan PartyAmortization Event or Unmatured Amortization Event unless such Agent has received notice from Borrower, another Agent or a Lender.

Exculpatory Provisions. Neither any the Administrative Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates (collectively, and including the Administrative Agent in its capacity as such, the “Agent Parties”) shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders Lenders, any participant or any other Secured Party Person for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent Party shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, advisors, attorneys-in-fact or Affiliates affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party of the Letter of Credit Issuers for any recitals, statements, representations or warranties made by Holdings or any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of Holdings or any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender or any Letter of Credit Issuer to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of Holdings or any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Second Lien Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own bad faith, gross negligence negligence, bad faith or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Second Lien Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Second Lien Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Second Lien Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Second Lien Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Arranger, nor any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from its or such Person’s 's own gross negligence or willful misconductmisconduct in breach of a duty owed to the party asserting liability) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Arrangers or the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained 102 in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any the Administrative Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document Credit Document, including, for the avoidance of doubt, any action taken by it in good faith in connection with the entry into, or any amendment of, any Customary Intercreditor Agreement contemplated by the terms hereof (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by the Borrower, any Loan Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for any failure of the Borrower, any Loan Guarantor or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan Partythe Borrower.

Exculpatory Provisions. Neither any (a) No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders L/C Issuers or any other Secured Party participant for any recitals, statements, representations or warranties made by the Borrower, any Loan Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Credit Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents, or for any failure of the Borrower, any Loan Guarantor or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender other Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan PartyCredit Party or any Affiliate thereof.

Exculpatory Provisions. Neither any (a) No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful 182 misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party participant for any recitals, statements, representations or warranties made by any Loan of Holdings, the Borrower, any other Guarantor, any other Credit Party or any officer thereof contained in this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Credit Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Credit Document, or the perfection or priority of any Specified Hedge Agreement Lien or security interest created or purported to be created under the Security Documents, or for any failure of Holdings, the Borrower, any Loan other Guarantor or any other Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender other Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementCredit Document, or to inspect the properties, books or records of any Loan PartyCredit Party or any Affiliate thereof.

Exculpatory Provisions. Neither None of any Agent Agent, Documentation Agent, Syndication Agent, Issuing Bank, nor any of their respective officers, directors, members, partners, employees, agents, advisors, attorneys-in-fact or Affiliates affiliates shall be (i) liable to any other Credit Party for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Credit Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agents, the Documentation Agent, the Syndication Agent or Issuing Banks under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The None of the Agents nor any Issuing Bank shall not be under any obligation to any Lender other Credit Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any No Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct, as determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (iib) responsible in any manner to any of the Lenders or any other Secured Party participant for any recitals, statements, representations or warranties made by any of the Borrower, 108 any Guarantor, any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement Document, or for any failure of the Borrower, any Guarantor or any other Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan PartyParty or any Affiliate thereof.

Exculpatory Provisions. Neither any the Administrative Agent nor the Collateral Agent, nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Personperson’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any of the Borrower or any other Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of the Borrower or any other Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents Neither the Administrative Agent nor the Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party. For the avoidance of doubt, neither the Administrative Agent nor the Collateral Agent shall be responsible for determining or ensuring that a security interest is perfected or continues to be perfected.

Exculpatory Provisions. Neither any Agent nor any None of their respective officers, directors, members, partners, employees, agents, attorneysthe Agent-in-fact or Affiliates Related Persons shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) ), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by the Borrower or any other Secured Party for any recitalsSubsidiary or Affiliate of the Borrower, statements, representations or warranties made by any Loan Party or any officer thereof or director thereof, contained in this Agreement or in any other Loan Document or any Specified Hedge Agreement Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents any Agent under or in connection with, this Agreement or any other Loan Document Document, or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement Document, or for any failure of the Borrower or any other party to any Loan Party a party thereto Document to perform its obligations hereunder or thereunder. The Agents No Agent-Related Person shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records or properties of the Borrower or the books or records or properties of any Loan Partyof the Borrower’s Subsidiaries or Affiliates.

Exculpatory Provisions. (a) Neither any Agent Agent, the Book Manager or any Co-Arrangers nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates Related Parties shall be (i) subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (ii) liable for the failure to disclose, any information relating to any of the Borrowers or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity, (iii) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iiiv) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Agents, the Book Manager or the Co-Arrangers under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.Without limiting the generality of the foregoing, each Agent:

Exculpatory Provisions. Neither any Agent nor any of their respective officersofficer, directorsdirector, members---------------------- employee, partnersagent, employees, agents, attorneysattorney-in-fact or Affiliates affiliate of any Agent shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own 's gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any the other Secured Party Agent for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents such Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto the Borrower or the other Agent to perform its obligations hereunder or thereunder. The Agents Neither Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of the Borrower or any other Loan Party.

Exculpatory Provisions. Neither any the Administrative Agent nor any of their respective its officers, directors, members, partners, employees, agents, attorneys-in-fact attorneys in fact, Subsidiaries or Affiliates affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Note Purchase Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party Purchasers for any recitals, statements, representations or warranties made by any Loan Credit Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Note Purchase Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents Administrative Agent under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Note Purchase Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement of the Note Purchase Documents or for any failure of any Loan Credit Party a party thereto to perform its obligations hereunder or thereunder. The Agents Administrative Agent shall not be under any obligation to any Lender Purchaser to ascertain or to inquire as to the observance or performance by any Credit Party of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge Note Purchase Agreement, or to inspect the properties, books or records of any Loan Credit Party.

Exculpatory Provisions. Neither No Agent (for purposes of this Article VIII, “Agent” and “Agents” shall mean the collective reference to the Agent and any Agent other Lender designated as an “Agent” for purposes of this Agreement nor any of their respective officers, directors, members, partners, employees, agents, attorneys-in-fact or Affiliates affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party that is a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records of any Loan Party.

Exculpatory Provisions. Neither any Agent nor any None of their respective officers, directors, members, partners, employees, agents, attorneysthe Agent-in-fact or Affiliates Related Persons shall be (i) be liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from for its or such Person’s own gross negligence or willful misconduct) ), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by the Borrower or any other Secured Party for any recitalsSubsidiary or Affiliate of the Borrower, statements, representations or warranties made by any Loan Party or any officer thereof or director thereof, contained in this Agreement or in any other Loan Document or any Specified Hedge Agreement Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents any Agent under or in connection with, this Agreement or any other Loan Document Document, or any Specified Hedge Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any Specified Hedge Agreement Document, or for any failure of the Borrower or any other party to any Loan Party a party thereto Document to perform its obligations hereunder or thereunder. The Agents No Agent-Related Person shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document or any Specified Hedge AgreementDocument, or to inspect the properties, books or records or properties of the Borrower or the books or records or properties of any Loan Partyof the Borrower's Subsidiaries or Affiliates.