Common use of Liabilities; Responsibilities Clause in Contracts

Liabilities; Responsibilities. None of the Agents, any Affiliate of any Agent, or any of their respective officers, directors, employees, agents, attorneys or consultants shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower or any other Loan Party. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes or any of the Loan Documents, or the financial condition of the Borrower or any other Loan Party, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAgent, any Affiliate of any the Agent, or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 4.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the any Borrower or any other Loan PartyAffiliate of a Borrower. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the Loan Documents, the agreements and instruments executed and delivered in connection with any intercompany Indebtedness, or the financial condition of the any Borrower or any other Loan PartyAffiliate of any Borrower, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAgent, any Affiliate of any the Agent, or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan other Transaction Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 4.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Transaction Documents or the transactions contemplated thereby, or for the financial condition of the Borrower or any other Loan Partyof its Affiliates or any Guarantor. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes or any of the other Loan Documents or the Subordinated Debt Documents, or the financial condition of the Borrower or any other Loan Partyof its Affiliates or any Guarantor, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAdministrative Agent, any Affiliate of any the Administrative Agent, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed for damages caused by law for such Person’s gross negligence or willful misconduct, as determined in a judgment by a court of competent jurisdiction. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the any Borrower or any other Loan PartyBorrower’s Affiliates. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the any Borrower or any other Loan PartyAffiliate of any Borrower, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the Credit Agents, any Affiliate of any Credit Agent, or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction. The Administrative Agent Credit Agents shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent Credit Agents shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Transaction Documents or the transactions contemplated thereby, or for the financial condition of the Borrower or any other Loan Partyof its Subsidiaries. The Administrative No Credit Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the Loan Documents, Documents or the financial condition of the Borrower or any other Loan Partyof its Subsidiaries, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAdministrative Agent, any Affiliate of any the Administrative Agent, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed for damages caused by law for such Person's gross negligence or willful misconduct, as determined in a judgment by a court of competent jurisdiction. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to SECTION 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the any Borrower or any other Loan PartyBorrower's Affiliates. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the any Borrower or any other Loan PartyAffiliate of any Borrower, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAdministrative Agent, any Affiliate of any the Administrative Agent, or any of their respective officers, directors, employees, agents, attorneys or consultants shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct, as determined by a court of competent jurisdiction. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibilitycollectability, or sufficiency of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Borrowers or any of the other Loan PartyParties. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Borrower Borrowers or any of the other Loan PartyParties, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the Agents, any Affiliate of any Agent, or any of their respective officers, directors, employees, agents, attorneys or consultants shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative No Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent Agents shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibilitycollectability, or sufficiency of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower or any other Loan Stellex Party. The Administrative Agent is not None of the Agents are making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, the Collateral, the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes or any of the Loan Documents, or the financial condition of the Borrower or any other Loan Stellex Party, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of Neither the Agents, Administrative Agent or any Affiliate of any the Administrative Agent, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.2(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitledentitled (the Administrative Agent agreeing to use reasonable efforts to assist such Holders in recovering any such payment). The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries, or the existence or possible existence of any Default or Event of Default.. (b)

Liabilities; Responsibilities. None of the AgentsAdministrative Agent, any Affiliate of any the Administrative Agent, or any of their respective officers, directors, employees, agents, attorneys or consultants shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibilitycollectability, or sufficiency of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Borrowers or any of the other Loan PartyParties. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Borrower Borrowers or any of the other Loan PartyParties, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAdministrative Agent, any Affiliate of any the Administrative Agent, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed for damages caused by law for such Person’s gross negligence or willful misconduct, as determined in a judgment by a court of competent jurisdiction. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower or any other Loan PartyBorrower’s Affiliates. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Borrower or any other Loan PartyAffiliate of Borrower, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the Credit Agents, any Affiliate of any Credit Agent, or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction. The Administrative Agent Credit Agents shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent Credit Agents shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Transaction Documents or the transactions contemplated thereby, or for the financial condition of the either Borrower or any other Loan Partyof Borrowers' Subsidiaries. The Administrative No Credit Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the Loan Documents, Documents or the financial condition of the either Borrower or any other Loan Partyof Borrowers' Subsidiaries, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAgent, any Affiliate of any the Agent, or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to SECTION 4.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, 131 enforceability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower or any other Loan Partyof its Affiliates. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the Loan Documents, the agreements and instruments executed and delivered in connection with the Finance Affiliate Indebtedness or the Leasing Affiliate Liabilities, or the financial condition of the Borrower or any other Loan Partyof its Affiliates, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAdministrative Agent, any Affiliate of any the Administrative Agent, or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 4.02(b), and and, if any such apportionment or distribution is subsequently determined to have been made in error error, the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower or any other Loan Partyof its Affiliates or the Guarantors. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the other Loan Documents, or the financial condition of the Borrower or any other Loan Partyof its Affiliates or the Guarantors, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of Neither the Agents, Administrative Agent or any Affiliate of any the Administrative Agent, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently subse quently --------------- determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of Neither the Agents, Administrative Agent or any Affiliate of any the Administrative Agent, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently subse- --------------- -119- quently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitledentitled (the Administrative Agent agreeing to use reasonable efforts to assist such Holders in recovering any such payment). The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAgent, any Affiliate of any the Agent, or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to SECTION 4.02(B), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the any Borrower or any other Loan PartyAffiliate of a Borrower. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the Loan Documents, the agreements and instruments executed and delivered in connection with the Finance Affiliate Indebtedness, the Leasing Affiliate Liabilities or any intercompany Indebtedness, or the financial condition of the any Borrower or any other Loan PartyAffiliate of any Borrower, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the Agents, Administrative Agent or any Affiliate of any the Administrative Agent, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Holdings, any Borrower or any other Loan Partyof its Subsidiaries. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Holdings, any Borrower or any other Loan Partyof its Subsidiaries, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the Agents, any Affiliate of any Agent, Agent or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction. The Administrative Agent Agents shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent Agents shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Transaction Documents or the transactions contemplated hereby or thereby, or for the financial condition of the Borrower or any other Loan Partyof its Subsidiaries. The Administrative No Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the other Loan Documents, Documents or the financial condition of the Borrower or any other Loan Partyof its Subsidiaries, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of Neither the Agents, Administrative Agent or any Co-Agent nor any Affiliate of the Administrative Agent or any Agent, Co- Agent or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 4.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Neither the Administrative Agent nor any Co-Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the either Borrower or any other Loan Partyof their Affiliates or any Guarantor. The Neither the Administrative Agent is not making -143- 153 nor any representation and warranty in connection with, and Co-Agent shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the other Loan Documents, or the financial condition of the Borrower Borrowers or any other Loan Partyof their Affiliates or any Guarantor, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the Administrative Agents, the Collateral Agent, any Affiliate of any an Administrative Agent or the Collateral Agent, or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Collateral Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 4.02(b), and and, if any such apportionment or distribution is subsequently determined to have been made in error error, the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Neither the Administrative Agents nor the Collateral Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceabilityenforce- ability, collectibility, or sufficiency of this Agreement, the Notes Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Borrowers or any other Loan Partyof their Affiliates or the Guarantors. The Administrative Collateral Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the other Loan Documents, or the financial condition of the Borrower Borrowers or any other Loan Partyof their Affiliates or the Guarantors, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the Agents, Agents or any Affiliate of any Agentof -135- 137 the Agents, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent None of the Agents shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent None of the Agents shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries. The Administrative Agent is not making any representation and warranty in connection with, and None of the Agents shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the AgentsAdministrative Agent, any Affiliate of any the Administrative Agent, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed for damages caused by law for such Person's gross negligence or willful misconduct, as determined in a judgment by a court of competent jurisdiction. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the any Borrower or any other Loan PartyBorrower's Affiliates. The Administrative Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the any Borrower or any other Loan PartyAffiliate of any Borrower, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the Administrative Agents, the Collateral Agent, any Affiliate of any an Administrative Agent or the Collateral Agent, or any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Collateral Agent shall not be liable for any apportionment or distribution distri-bution of payments made by it in good faithfaith pursuant to Section 4.02(b), and and, if any such apportionment appor-tionment or distribution is subsequently subse-quently determined to have been made in error error, the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Neither the Administrative Agents nor the Collateral Agent shall not be responsible to any Holder for any recitals, statements, representations represen-tations or warranties herein or for the execution, effectiveness, genuineness, validityvalid-ity, legality, enforceabilityenforce-ability, collectibility, or sufficiency suffic-iency of this Agreement, the Notes Agreement or any of the other Loan Documents or the transactions transac-tions contemplated thereby, or for the financial condition of the Borrower or any other Loan Partyof its Affiliates or the Guarantors. The Administrative Collateral Agent is not making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, con-cerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Agreement or any of the other Loan Documents, or the financial condition of the Borrower or any other Loan Partyof its Affiliates or the Guarantors, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the Agents or any Affiliate of the Agents, any Affiliate of any Agent, or nor any of their respective officers, directors, employees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent None of the Agents shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent None of the Agents shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibilitycollectability, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Company or any other Loan Partyof its Subsidiaries. The Administrative Agent is not making any representation and warranty in connection with, and None of the Agents shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Borrower Company or any other Loan Partyof its Subsidiaries, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the Agents, any Affiliate of any Agent, or any of their respective officers, directors, employees, agents, attorneys or consultants shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative No Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent Agents shall not be responsible to any Holder for any recitals, statements, representations represen tations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibilitycollectability, or sufficiency of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower or any other Loan Party. The Administrative Agent is not None of the Agents are making any representation and warranty in connection with, and shall not be required to make any inquiry concerning, the Collateral, the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes or any of the Loan Documents, or the financial condition of the Borrower or any other Loan Party, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the DIP Agents, any Affiliate of any DIP Agent, or any of their respective officers, directors, employees, agents, attorneys or consultants shall be liable to any Holder or any other Person for any action taken or omitted by them hereunder, under the Notes Note or under any of the DIP Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative No DIP Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent DIP Agents shall not be responsible to any Holder or any other Person for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibilitycollectability, or sufficiency of this Agreement, the Notes Note or any of the other DIP Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Borrowers or any other Loan GC Party. The Administrative Agent is not None of the DIP Agents are making any representation and or warranty in connection with, and shall not be required to make any inquiry concerning, the DIP Collateral, the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes Note or any of the DIP Loan Documents, or the financial condition of the Borrower Borrowers or any other Loan GC Party, or the existence or possible existence of any Default or Event of Default.

Liabilities; Responsibilities. None of the Agents or any Affiliate of any of the Agents, any Affiliate of any Agent, or nor any of their respective officers, directors, employeestrustees, agents, attorneys employees or consultants agents shall be liable to any Holder for any action taken or omitted by them hereunder, under the Notes hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct. The Administrative Agent None of the Agents shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Administrative Agent None of the Agents shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency hereof or of this Agreement, the Notes or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries. The Administrative Agent is not making any representation and warranty in connection with, and None of the Agents shall not be required to make any inquiry concerning, concerning either the performance or observance of any of the terms, provisions or conditions hereof or of this Agreement, the Notes or any of the Loan Documents, Documents or the financial condition of the Borrower Borrowers or any other Loan Partyof their Subsidiaries, or the existence or possible existence of any Default or Event of Default.