Common use of Liability of Administrative Agent Clause in Contracts

Liability of Administrative Agent. Neither the Administrative Agent, any Lender nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with the Financing Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, hereunder but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ia) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, ; (iib) the performance or observance of any of the covenants or agreements specified in any Financing Document, ; (iiic) the satisfaction of any condition specified in any Financing Document, ; (ivd) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (ve) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (viif) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be Back to Table of Contents genuine or to be signed by the proper party or parties. 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Loan Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Loan Document or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing Loan Document, ; (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Loan Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (v) the existence or non-existence of any Default or Event of Default; or (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of Borrower, any Credit PartyAffiliate of Borrower of Borrower. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Lead Arranger nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein, and its duties hereunder shall be administrative in nature. Neither the Administrative Agent, Agent nor any Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative Agent, Agent nor any Lead Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, of the Borrower; (iii) the satisfaction of any condition specified in any Financing DocumentArticle 3, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, sufficiency effectiveness or genuineness of any Financing Documentthis Agreement, any Lien purported to be created or perfected thereby the Notes or any other instrument or writing furnished in connection therewithherewith. The Administrative Agent shall not (A) be subject to any fiduciary or other implied duties, (v) the existence or non-existence regardless of any whether a Default or Event of Defaulthas occurred and is continuing; (viB) the contents of have any certificateduty to take any discretionary action or exercise any discretionary powers, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither except discretionary rights and powers expressly contemplated hereby that the Administrative Agent nor is required to exercise as directed in writing by such number or percentage of the Lenders as shall be expressly provided for herein; provided that the Administrative Agent shall not be required to take any Lead Lender action that, in its good faith opinion or the opinion of its counsel, is contrary to this Agreement or Applicable Law; and (C) except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties. 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 Without limiting the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess generality of the amount foregoing, the use of the term “agent” in this Agreement with reference to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall is not be liable for intended to connote any action taken fiduciary or not taken by it (x) with the consent or at the request of the Lead Lenders or Required Lenders other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such other number term is used merely as a matter of market custom and is intended to create 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgmentreflect only an administrative relationship between independent contracting parties.

Liability of Administrative Agent. Neither the No Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, hereunder or any other Loan Document; (ii) the performance or observance of any of the covenants or agreements specified of the Borrower or any Subsidiary in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing DocumentSection 7, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, sufficiency effectiveness or genuineness of this Agreement or any Financing Document, any Lien purported to be created or perfected thereby other Loan Document or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewithof the collectibility of the Obligations or the value, worth, priority, or (vii) perfection of the financial condition of any Credit PartyCollateral or the Liens provided for by the Loan Documents. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, request or statement (whether written or oral) or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) documents believed by it to be genuine or to be signed by the proper party or partiesparties and, in the case of legal matters, in relying on the advice of counsel (including counsel for the Borrower). The Administrative Agent shall need not be liable for any apportionment verify the worth 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess existence of the amount to which they are determined to be entitled (Collateral and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)may rely exclusively on reports of the Borrower in computing the Borrowing Base. In addition, the The Administrative Agent shall not be liable for any action taken or not taken by it (x) with may treat the consent or at Lenders that are named herein as the request holders of the Lead Lenders or Required Lenders (or such other number or percentage of Loans and 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgmentindebtedness contemplated herein.

Liability of Administrative Agent. Neither the No Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, hereunder or any other Loan Document; (ii) the performance or observance of any of the covenants or agreements specified of the Borrower or any Subsidiary in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing DocumentSection 7, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, sufficiency effectiveness or genuineness of this Agreement or any Financing Document, any Lien purported to be created or perfected thereby other Loan Document or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewithof the collectibility of the Obligations or the value, worth, priority, or (vii) perfection of the financial condition of any Credit PartyCollateral or the Liens provided for by the Loan Documents. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, request or statement (whether written or oral) or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) documents believed by it to be genuine or to be signed by the proper party or partiesparties and, in the case of legal matters, in relying on the advice of counsel (including counsel for the Borrower). The Administrative Agent shall need not be liable for any apportionment verify the worth 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess existence of the amount to which they are determined to be entitled (Collateral and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)may rely exclusively on reports of the Borrower in computing the Borrowing Base. In addition, the The Administrative Agent shall not be liable for any action taken or not taken by it (x) with may treat the consent or at Lenders that are named herein as the request holders of the Lead Lenders or Required Lenders (or such other number or percentage of Loans and 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 indebtedness contemplated herein. Section 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.11.6

Liability of Administrative Agent. Neither the No Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, hereunder or any other Loan Document; (ii) the performance or observance of any of the covenants or agreements specified of the Borrower or any Subsidiary in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing DocumentSection 7, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, sufficiency effectiveness or genuineness of this Agreement or any Financing Document, any Lien purported to be created or perfected thereby other Loan Document or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewithof the collectibility of the Obligations or the value, worth, priority, or (vii) perfection of the financial condition of any Credit PartyCollateral or the Liens provided for by the Loan Documents. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, request or statement (whether written or oral) or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) documents believed by it to be genuine or to be signed by the proper party or partiesparties and, in the case of legal matters, in relying on the advice of counsel (including counsel for the Borrower). The Administrative Agent shall need not be liable for any apportionment verify the worth 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess existence of the amount to which they are determined to be entitled (Collateral and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)may rely exclusively on reports of the Borrower in computing the Borrowing Base. In addition, the The Administrative Agent shall not be liable for any action taken or not taken by it (x) with may treat the consent or at Lenders that are named herein as the request holders of the Lead Lenders or Required Lenders (or such other number or percentage of Loans and 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.indebtedness contemplated herein....................................................................................................72

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Loan Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Loan Document or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing Loan Document, ; (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Loan Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (v) the existence or non-existence of any Default or Event of Default; or (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Loan Party. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender Administrative Agent any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, hereunder but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (ia) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, ; (iib) the performance or observance of any of the covenants or agreements specified in any Financing Document, ; (iiic) the satisfaction of any condition specified in any Financing Document, ; (ivd) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (ve) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (viif) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Credit and Security Agreement 59 Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Loan Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Loan Document or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing Loan Document, ; (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Loan Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (v) the existence or non-existence of any Default or Event of Default; or (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit PartyBorrower. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.SECTION 7.06

Liability of Administrative Agent. Neither None of the Administrative Agent, any Lender nor any of its affiliates and their respective directors, officers, agents or and employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a court of competent jurisdiction by final and non-appealable judgment judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a court Lender. None of competent jurisdiction. Neither the Administrative Agent, any Lead Lender nor any of its affiliates and their respective directors, officers, agents or and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Borrower; (iv) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (viiv) the financial condition validity, enforceability, effectiveness or genuineness of this Agreement, the Notes or any Credit Partyother instrument or writing furnished in connection herewith. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be liable for also may rely upon any apportionment statement made to it orally or distribution of payments made by telephone and believed by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error by the sole recourse of proper party or parties, and shall not incur any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)liability for relying thereon. In additiondetermining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or Required Lenders (or may presume that such other number or percentage of the Lenders as shall be necessary, or as condition is satisfactory to such Lender unless the Administrative Agent shall believe have received notice to the contrary from such Lender prior to the making of such Loan. Without limiting the generality of the foregoing, the use of the term “agent” in good faith shall be necessarythis Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, under the circumstances such term is used merely as provided in Section 11.5), a matter of market custom and is intended to create or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgmentreflect only an administrative relationship between independent contracting parties.

Liability of Administrative Agent. Neither the No Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, hereunder or any other Loan Document; (ii) the performance or observance of any of the covenants or agreements specified of the Borrower or any Subsidiary in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing DocumentSection 7, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, sufficiency effectiveness or genuineness of any Financing Documentthis Agreement, the Notes, any Lien purported to be created or perfected thereby other Loan Document or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewithof the collectibility of the Obligations or the value, worth, priority, or (vii) perfection of the financial condition of any Credit PartyCollateral or the Liens provided for by the Loan Documents. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, request or statement (whether written or oral) or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) documents believed by it to be genuine or to be signed by the proper party or partiesparties and, in the case of legal matters, in relying on the advice of counsel (including counsel for the Borrower). The Administrative Agent shall need not be liable for any apportionment verify the worth 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess existence of the amount to which they are determined to be entitled (Collateral and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)may rely exclusively on reports of the Borrower in computing the Borrowing Base. In addition, the The Administrative Agent shall not be liable for any action taken or not taken by it (x) with may treat the consent or at Lenders that are named herein as the request holders of the Lead Lenders or Required Lenders (or such other number or percentage of Notes and 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgmentindebtedness contemplated herein.

Liability of Administrative Agent. Neither None of the Administrative Agent, any Lender nor any of its affiliates and their respective directors, officers, agents or and employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a court of competent jurisdiction by final and non-appealable judgment judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a court Lender. None of competent jurisdiction. Neither the Administrative Agent, any Lead Lender nor any of its affiliates and their respective directors, officers, agents or and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Borrower; (iv) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (viiv) the financial condition validity, enforceability, effectiveness or genuineness of this Agreement, the Notes or any Credit Partyother instrument or writing furnished in connection herewith. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be liable for also may rely upon any apportionment statement made to it orally or distribution of payments made by telephone and believed by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error by the sole recourse of proper party or parties, and shall not incur any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)liability for relying thereon. In additiondetermining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or Required Lenders (or may presume that such other number or percentage of the Lenders as shall be necessary, or as condition is satisfactory to such Lender unless the Administrative Agent shall believe have received notice to the contrary from such Lender prior to the making of such Loan. Without limiting the generality of the foregoing, the use of the term “agent” in good faith this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Lender represents to the Administrative Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall be necessaryfrom time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the circumstances as provided business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in Section 11.5)making, acquiring or (y) holding commercial loans in the absence ordinary course and is entering into this Agreement as a Lender for the purpose of its own gross negligence making, acquiring or willful misconduct holding commercial loans and providing other facilities set forth herein as determined by may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a court claim in contravention of competent jurisdiction by final and non-appealable judgment.the

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Loan Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Loan Document or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing Loan Document, ; (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Loan Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (v) the existence or non-existence of any Default or Event of Default; or (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit PartyBorrower. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein, and its duties hereunder shall be administrative in nature. Neither the Administrative Agent, Agent nor any Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative Agent, Agent nor any Lead Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, of the Borrower; (iii) the satisfaction of any condition specified in any Financing DocumentArticle 3, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, sufficiency effectiveness or genuineness of any Financing Documentthis Agreement, any Lien purported to be created or perfected thereby the Notes or any other instrument or writing furnished in connection therewithherewith. The Administrative Agent shall not (A) be subject to any fiduciary or other implied duties, (v) the existence or non-existence regardless of any whether a Default or Event of Defaulthas occurred and is continuing; (viB) the contents of have any certificateduty to take any discretionary action or exercise any discretionary powers, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither except discretionary rights and powers expressly contemplated hereby that the Administrative Agent nor is required to exercise as directed in writing by such number or percentage of the Lenders as shall be expressly provided for herein or as expressly set forth in Section 8.01; provided that the Administrative Agent shall not be required to take any Lead Lender action that, in its good faith opinion or the opinion of its counsel, is contrary to this Agreement or applicable law; and (C) except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties. 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 Without limiting the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess generality of the amount foregoing, the use of the term “agent” in this Agreement with reference to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall is not be liable for intended to connote any action taken fiduciary or not taken by it (x) with the consent or at the request of the Lead Lenders or Required Lenders other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such other number term is used merely as a matter of market custom and is intended to create 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgmentreflect only an administrative relationship between independent contracting parties.

Liability of Administrative Agent. Neither None of the Administrative Agent, any Lender nor any of its affiliates and their respective directors, officers, agents or and employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a court of competent jurisdiction by final and non-appealable judgment judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a court Lender. None of competent jurisdiction. Neither the Administrative Agent, any Lead Lender nor any of its affiliates and their respective directors, officers, agents or and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Borrower; (iv) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (viiv) the financial condition validity, enforceability, effectiveness or genuineness of this Agreement, the Notes or any Credit Partyother instrument or writing furnished in connection herewith. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be liable for also may rely upon any apportionment statement made to it orally or distribution of payments made by telephone and believed by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error by the sole recourse proper party or parties, and shall not incur any liability for relying thereon. #95372686v23 In determining compliance with any condition hereunder to the making of any Lender a Loan, that by its terms must be fulfilled to whom payment was due but not made, shall be to recover from other Lenders any payment in excess the satisfaction of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In additiona Lender, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or Required Lenders (or may presume that such other number or percentage of the Lenders as shall be necessary, or as condition is satisfactory to such Lender unless the Administrative Agent shall believe have received notice to the contrary from such Lender prior to the making of such Loan. Without limiting the generality of the foregoing, the use of the term “agent” in good faith this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Lender represents to the Administrative Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be necessaryapplicable to such Lender, under and not for the circumstances purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as provided in Section 11.5)may be applicable to such Lender, and either it, or (y) the Person exercising discretion in the absence of making its own gross negligence decision to make, acquire and/or hold such commercial loans or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. #95372686v23

Liability of Administrative Agent. Neither the No Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for f or or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, hereunder or any other Loan Document; (ii) the performance or observance of any of the covenants or agreements specified of the Borrower or any Subsidiary in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing DocumentSection 7, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validityvalidity , effectiveness, sufficiency effectiveness or genuineness of this Agreement or any Financing Document, any Lien purported to be created or perfected thereby other Loan Document or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewithof the collectibility of the Obligations or the value, worth, priority, or (vii) perfection of the financial condition of any Credit PartyCollateral or the Liens provided for by the Loan Documents. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, request or statement (whether written or oral) or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) documents believed by it to be genuine or to be signed by the proper party or partiesparties and, in the case of legal matters, in relying on the advice of counsel (including counsel for the Borrower). The Administrative Agent shall need not be liable for any apportionment verify the worth 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess existence of the amount to which they are determined to be entitled (Collateral and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)may rely exclusively on reports of the Borrower in computing the Borrowing Base. In addition, the The Administrative Agent shall not be liable for any action taken or not taken by it (x) with may treat the consent or at Lenders that are named herein as the request holders of the Lead Lenders or Required Lenders (or such other number or percentage of Loans and 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 indebtedness contemplated herein. Section 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.11.6

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that the Administrative Agent shall be liable with in respect to of its specific duties set forth hereunder, but only hereunder to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, ; (iii) the satisfaction of any condition specified in any Financing Document, ; (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (v) the existence or non-existence of any Default or Event of Default; or (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, hereunder but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. ascertain, inquire into or verify (ia) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, ; (iib) the performance or observance of any of the covenants or agreements specified in any Financing Document, ; (iiic) the satisfaction of any condition specified in any Financing Document, ; (ivd) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (ve) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (viif) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender or LC Issuer for any action taken or not taken by it in connection with the Financing Loan Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Loan Document or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing Loan Document, ; (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Loan Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (v) the existence or non-existence of any Default or Event of Default; or (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.such

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible to any Lender for or have any duty to any Lender to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, ; (iii) the satisfaction of any condition specified in any Financing Document, ; (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (v) the existence or non-existence of any Default or Event of Default; or (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be liable to any Lender 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender or LC Issuer for any action taken or not taken by it in connection with the Financing Loan Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither Notwithstanding the foregoing, neither Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Loan Document or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Loan Document, ; (iii) the satisfaction of any condition specified in any Financing Loan Document, ; (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Loan Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (v) the existence or non-existence of any Default or Event of Default; or (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit PartyRestricted Person. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, hereunder but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, ; (iii) the satisfaction of any condition specified in any Financing Document, ; (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, ; (v) the existence or non-existence of any Default or Event of Default; or (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither None of the Administrative Agent, any Lender nor any of its affiliates and their respective directors, officers, agents or and employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a court of competent jurisdiction by final and non-appealable judgment judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a court Lender. None of competent jurisdiction. Neither the Administrative Agent, any Lead Lender nor any of its affiliates and their respective directors, officers, agents or and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Borrower; (iv) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (viiv) the financial condition validity, enforceability, effectiveness or genuineness of this Agreement, the Notes or any Credit Partyother instrument or writing furnished in connection herewith. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be liable for also may rely upon any apportionment statement made to it orally or distribution of payments made by telephone and believed by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error by the sole recourse of proper party or parties, and shall not incur any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)liability for relying thereon. In additiondetermining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or Required Lenders (or may presume that such other number or percentage of the Lenders as shall be necessary, or as condition is satisfactory to such Lender unless the Administrative Agent shall believe have received notice to the contrary from such Lender prior to the making of such Loan. Without limiting the generality of the foregoing, the use of the term “agent” in good faith this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Lender represents to the Administrative Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be necessaryapplicable to such Lender, under and not for the circumstances purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as provided in Section 11.5)may be applicable to such Lender, and either it, or (y) the Person exercising discretion in the absence of making its own gross negligence decision to make, acquire and/or hold such commercial loans or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgmentto provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Liability of Administrative Agent. Neither the Administrative Agent, Agent nor any Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documentsconsent or at the request of the Required Banks (or such other number or percentage of the Banks as shall be necessary, except that or as the Administrative Agent shall believe in good faith shall be liable with respect to its specific duties set forth hereundernecessary, but only to under the extent circumstances as provided in Sections 9.05 and Article 6) or, when expressly required hereby, all the Banks or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Company or a Bank. Neither the Administrative Agent, Agent nor any Lead Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in or in connection with any Financing Document this Agreement or any borrowing hereunder, hereunder or other Loan Document; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Company or other terms or conditions set forth herein or therein or the occurrence of any Default; (iv) the satisfaction of any condition specified in Article 3 or elsewhere herein, except receipt of items expressly required to be delivered to the Administrative Agent; or (viiv) the financial condition validity, enforceability, effectiveness or genuineness of this Agreement, any Credit Partyother Loan Document or any other instrument or writing furnished in connection herewith. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telexe-mail, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with the Financing Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, any Lead Lender nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither the Administrative Agent nor any Lead Lender shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither the Administrative Agent, Agent nor any Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the Financing Documentsconsent or at the request of the Required Banks (or such other number or percentage of the Banks as shall be necessary, except that or as the Administrative Agent shall believe in good faith shall be liable with respect to its specific duties set forth hereundernecessary, but only to under the extent circumstances as provided in Sections 9.05 and Article 6) or, when expressly required hereby, all the Banks or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Company or a Bank. Neither the Administrative Agent, Agent nor any Lead Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in or in connection with any Financing Document this Agreement or any the borrowing hereunder, hereunder or other Loan Document; (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Company or other terms or conditions set forth herein or therein or the occurrence of any Default; (iv) the satisfaction of any condition specified in Article 3 or elsewhere herein, except receipt of items expressly required to be delivered to the Administrative Agent; or (viiv) the financial condition validity, enforceability, effectiveness or genuineness of this Agreement, any Credit Partyother Loan Document or any other instrument or writing furnished in connection herewith. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telexe-mail, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Lead Lenders or 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.

Liability of Administrative Agent. Neither --------------------------------- the Administrative Agent, any Lender Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or not taken by it it, him or her in connection herewith (a) with the Financing Documentsconsent or at the request of the Required Banks or (b) in the absence of its, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its his or her own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative Agent, any Lead Lender Agent nor any of their respective its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, (ii) the performance or observance of any of the covenants or agreements specified in any Financing Document, (iii) the satisfaction of any condition specified in any Financing Document, (iv) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Default or Event of Default; (vi) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith herewith, (iii) the performance or therewithobservance of any of the covenants or agreements of the Company or any Eligible Subsidiary, (iv) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Administrative Agent, or (viiv) the financial condition validity, effectiveness or genuineness of this Agreement or any Credit Partyother instrument or writing furnished in connection herewith. Neither the The Administrative Agent nor any Lead Lender shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wire, telex, facsimile or electronic transmission telecopy or similar writing) believed by it to be genuine or to be signed or sent by the proper party or parties. 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 Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (to assume that no Default has occurred and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In additionis continuing, unless the Administrative Agent shall not be liable for any action taken has actual knowledge, or not taken has been notified by it (x) with the consent Company, of such Default, or at the request of the Lead Lenders has been notified by a Bank or Required Lenders (an Issuing Bank that such Bank or such other number or percentage of Issuing Bank considers that such Default (specifying in detail 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 11.5), or (ynature thereof) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final has occurred and non-appealable judgmentis continuing.

Liability of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein, and its duties hereunder shall be administrative in nature. Neither the Administrative Agent, Agent nor any Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (i) with the Financing Documents, except that consent or at the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to request of the extent Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative Agent, Agent nor any Lead Lender of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Financing Document this Agreement or any borrowing hereunder, ; (ii) the performance or observance of any of the covenants or agreements specified in of any Financing Document, Borrower; (iii) the satisfaction of any condition specified in any Financing DocumentArticle 3, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, sufficiency effectiveness or genuineness of any Financing Documentthis Agreement, any Lien purported to be created or perfected thereby the Notes or any other instrument or writing furnished in connection therewithherewith. The Administrative Agent shall not (A) be subject to any fiduciary or other implied duties, (v) the existence or non-existence regardless of any whether a Default or Event of Defaulthas occurred and is continuing; (viB) the contents of have any certificateduty to take any discretionary action or exercise any discretionary powers, report or other document delivered hereunder or thereunder or in connection herewith or therewith, or (vii) the financial condition of any Credit Party. Neither except discretionary rights and powers expressly contemplated hereby that the Administrative Agent nor is required to exercise as directed in writing by such number or percentage of the Lenders as shall be expressly provided for herein or as expressly set forth in Section 8.01; provided that the Administrative Agent shall not be required to take any Lead Lender action that, in its good faith opinion or the opinion of its counsel, is contrary to this Agreement or applicable law; and (C) except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties. 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 Without limiting the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess generality of the amount foregoing, the use of the term “agent” in this Agreement with reference to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). In addition, the Administrative Agent shall is not be liable for intended to connote any action taken fiduciary or not taken by it (x) with the consent or at the request of the Lead Lenders or Required Lenders other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such other number term is used merely as a matter of market custom and is intended to create 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 11.5), or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgmentreflect only an administrative relationship between independent contracting parties.