Common use of Liability of Agent Clause in Contracts

Liability of Agent. Neither the Agent nor any 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 (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, genuineness or sufficiency of this Agreement, the Notes, if any, or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 (ia) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (iib) the performance or observance of any of the covenants or agreements of the Borrower; (iiic) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Agentit; or (ivd) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, the other Loan Documents or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents herewith or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anytherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wireincluding any electronic message, telex Internet or similar writingintranet website posting or other distribution) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the any Agent nor any of its their respective affiliates nor any of their the respective directors, officers, agents or employees of any of the foregoing shall be liable for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, Lenders or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the any Agent nor any of its their respective affiliates nor any of their the respective directors, officers, agents or employees of any of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3III, except in the case of the Administrative Agent receipt of items required to be delivered to the Agentit; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The Administrative Agent shall not incur any no liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not omitted to be taken by it or them under or in connection herewith (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) this Agreement in the absence of its or their own gross negligence or willful misconduct misconduct. Without limitation of the generality of the foregoing, the Agent (1) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in no event form satisfactory to the Agent; (2) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall any such Person not be liable for specialany action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, consequentialaccountants, punitive or indirect damages. Neither the Agent nor experts; (3) makes no warranty or representation to any of its affiliates nor any of their respective directors, officers, agents or employees Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement; (4) shall not have any duty to ascertain, ascertain or to inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) as to the performance or observance of any of the covenants terms, covenants, or agreements conditions of this Agreement on the part of the Borrower, or to inspect the property (including the books and records) of the Borrower; (iii5) shall not be responsible to any Bank for the satisfaction of any condition specified in Article 3due execution, except receipt of items required to be delivered to the Agent; or (iv) the legality, validity, enforceability, effectivenessgenuineness, genuineness perfection, sufficiency, or sufficiency value of this Agreement, the Notes, if any, Agreement or any other instrument or writing document furnished pursuant thereto; and (6) shall incur no liability under or in connection herewith. Neither the Agent nor any respect of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other instrument or writing (which may be a bank wiresent by telegram, telex telex, or similar writingfacsimile transmission) believed by it to be genuine and signed or to be signed sent by the proper party or parties.

Liability of Agent. Neither the Administrative Agent nor any of its respective affiliates nor any of their the respective directors, officers, agents or employees of any of the foregoing shall be liable for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, Lenders or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Administrative Agent nor any of its respective affiliates nor any of their the respective directors, officers, agents or employees of any of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (ia) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (iib) the performance or observance of any of the covenants or agreements of the Borrower; (iiic) the satisfaction of any condition specified in Article 3III, except in the case of the Administrative Agent receipt of items required to be delivered to the Agentit; or (ivd) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The Administrative Agent shall not incur any no liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as (ii) except to the case may be, or (b) in the absence extent of its own gross negligence or willful misconduct and misconduct, as determined by a court of competent jurisdiction in no event shall any such Person be liable for speciala final nonappealable judgment, consequential, punitive or indirect damagesin connection therewith. Neither the Agent nor any 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 (ia) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (iib) the performance or observance of any of the covenants or agreements of the any Borrower; (iiic) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Agentit; or (ivd) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, the other Loan Documents or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents herewith or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anytherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wireincluding any electronic message, telex Internet or similar writingintranet website posting or other distribution) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Agent nor any 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 (ai) with the consent or at the request of the Required Banks (or when expressly required hereby, all the Banks, as the case may be, ) or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the any Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with reference to the 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.

Liability of Agent. Neither the Agent nor any 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 (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Bank for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and in no event shall any such Person be liable for special, consequential, punitive until written notice thereof is given to the Administrative Agent by an Account Party or indirect damagesa Bank. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunderhereunder or the issuance, amendment, renewal or extension of any Letter of Credit; (ii) the performance or observance of any of the covenants or agreements of the Borrowerany Account Party; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, any other Credit Document or any other instrument or writing furnished in connection herewith. Neither ; (v) the Agent nor existence or possible existence of any Default; (vi) the financial condition of its affiliates nor any Account Party or any Account Party's Subsidiaries; or (vii) the contents of their respective directorsany certificate, officers, agents report or employees shall be required to initiate other document delivered hereunder or conduct any litigation or collection proceedings under this Agreement or the Notes, if anyin connection herewith. 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 or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any 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 (ai) with the consent or at the request of the Required Banks (or when expressly required hereby, all the Banks, as the case may be, ) or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the any Borrower; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with reference to the 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.

Liability of Agent. (a) The Agent when acting on behalf of the Banks, may execute any of its duties under this Agreement by or through its officers, agents, and employees, and neither the Agent nor its directors, officers, agents, or employees shall be liable to the Banks or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Banks or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. The Agent and its directors, officers, agents, and employees shall in no event be liable to the Banks or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Banks or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, neither the Agent, nor any of its directors, officers, employees, or agents shall be responsible to any Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, this Agreement or any related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents. (b) Neither the Agent nor any of its affiliates nor directors, officers, employees, or agents shall have any responsibility to the Borrower or the Guarantors on account of the failure or delay in performance or breach by any Bank or by the Borrower or the Guarantors of any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, genuineness or sufficiency of this Agreement, the Notes, if any, or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings obligations under this Agreement or the NotesNotes or any of the Loan Documents or in connection herewith or therewith. (c) The Agent, if any. The as Agent hereunder, shall not incur be entitled to rely on any liability by acting in reliance upon any noticecommunication, consent, certificate, statementinstrument, or other writing (which may be a bank wire, telex or similar writing) document reasonably believed by it to be genuine or correct and to have been signed or sent by a person or persons believed by it to be signed by the proper party person or partiespersons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable to any Lender or Affiliate of a Lender for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, Lenders or (bii) in the absence of its own gross negligence or willful misconduct in performing its obligations hereunder as determined by a final and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesnon-appealable judgment of a court of competent jurisdiction. Neither the Agent nor any 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 this Agreement or any borrowing Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Agreement or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 transmission or similar writing) reasonably believed by it to be genuine or and to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not omitted to be taken by it or them under or in connection herewith (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) this Agreement in the absence of its or their own gross negligence or willful misconduct misconduct. Without limitation of the generality of the foregoing, the Agent (1) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in no event form satisfactory to the Agent; (2) may consult with legal counsel, independent public accountants and other experts selected by it and shall any such Person not be liable for specialany action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, consequentialaccountants, punitive or indirect damages. Neither the Agent nor experts; (3) makes no warranty or representation to any of its affiliates nor any of their respective directors, officers, agents or employees Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement; (4) shall not have any duty to ascertain, ascertain or to inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) as to the performance or observance of any of the covenants terms, covenants, or agreements conditions of this Agreement on the part of the Borrower, or to inspect the property (including the books and records) of the Borrower; (iii5) shall not be responsible to any Bank for the satisfaction of any condition specified in Article 3due execution, except receipt of items required to be delivered to the Agent; or (iv) the legality, validity, enforceability, effectivenessgenuineness, genuineness perfection, sufficiency, or sufficiency value of this Agreement, the Notes, if any, Agreement or any other instrument or writing document furnished pursuant thereto; and (6) shall incur no liability under or in connection herewith. Neither the Agent nor any respect of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other instrument or writing (which may be a bank wiresent by telegram, telex telex, or similar writingfacsimile transmission) believed by it to be genuine and signed or to be signed sent by the proper party or parties.

Liability of Agent. Neither The Agent shall exercise the same care to protect the interests of each of the Banks as it does to protect its own interests, so that so long as the Agent exercises such care it shall not be under any liability to any of the Banks, except for the Agent’s gross negligence or willful misconduct with respect to anything it may do or refrain from doing. Subject to the immediately preceding sentence, neither the Agent nor any 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 (a) with in its capacity as Agent. Without limiting the consent or at the request generality of the Required Banks or all Banksforegoing, as the case may be, or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither neither the Agent nor any 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 verify: (i) any statement, warranty or representation made in connection with this Agreement Agreement, any other Loan Document, or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the any Borrower; (iii) the satisfaction of any condition specified in Article 3Sections 4.1 or 4.2 hereof, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, enforceability or genuineness or sufficiency of this Agreement, the Notes, if anythe Swing Line Note, the other Loan Documents or any other document or instrument or writing furnished executed and delivered in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents with or employees shall be required to initiate or conduct any litigation or collection proceedings under as contemplated by this Agreement or the Notes, if anyAgreement. The Agent 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the any Agent nor any of its affiliates Affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks (or, when expressly required hereby, such different number of Banks required to consent to or all Banks, as the case may be, request such action or inaction) or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the any Agent nor any of its affiliates 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 this Agreement or any other Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or its Subsidiaries; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Agentit; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, other Loan Documents or any other instrument or writing furnished in connection herewithherewith or therewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The No 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with reference to any 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.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not omitted to be taken by it or them under or in connection herewith (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) this Agreement in the absence of its or their own gross negligence or willful misconduct misconduct. Without limitation to the generality of the foregoing, the Agent (1) may treat the payee of any Revolving Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in no event form satisfactory to the Agent; (2) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall any such Person not be liable for specialany action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, consequentialaccountants, punitive or indirect damages. Neither the Agent nor experts; (3) makes no warranty or representation to any of its affiliates nor any of their respective directors, officers, agents or employees Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement; (4) shall not have any duty to ascertain, ascertain or to inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) as to the performance or observance observation of any of the covenants terms, covenants, or agreements conditions of this Agreement on the part of the Borrower, or to inspect the property (including the books and records) of the Borrower; (iii5) shall not be responsible to any Bank for the satisfaction of any condition specified in Article 3due execution, except receipt of items required to be delivered to the Agent; or (iv) the legality, validity, enforceability, effectivenessgenuineness, genuineness perfection, sufficiency, or sufficiency value of this Agreement, the Notes, if any, Agreement or any other instrument or writing document furnished pursuant thereto; and (6) shall incur no liability under or in connection herewith. Neither the Agent nor any respect of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other instrument or writing (which may be a bank wiresent by telegram, telex telex, or similar writingfacsimile transmission) believed by it to be genuine and signed or to be signed sent by the proper party or parties.

Liability of Agent. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Bank for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and in no event shall any such Person be liable for special, consequential, punitive until written notice thereof is given to the Administrative Agent by the Company or indirect damagesa Bank. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, any other Credit Document or any other instrument or writing furnished in connection herewith. Neither ; (v) the Agent nor existence or possible existence of any Default; (vi) the financial condition of the Company or any of its affiliates nor Subsidiaries; or (vii) the contents of any of their respective directorscertificate, officers, agents report or employees shall be required to initiate other document delivered hereunder or conduct any litigation or collection proceedings under this Agreement or the Notes, if anyin connection herewith. 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 or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to a Bank for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as (ii) except to the case may be, or (b) in the absence extent of its own gross negligence or willful misconduct and as determined by a court of competent jurisdiction in no event shall any such Person be liable for special, consequential, punitive or indirect damagesa final nonappealable judgment in connection therewith. Neither the Agent nor any 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 (ia) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (iib) the performance or observance of any of the covenants or agreements of the Borrower; (iiic) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Agentit; or (ivd) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, the other Loan Documents or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents herewith or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anytherewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wireincluding any electronic message, telex Internet or similar writingintranet website posting or other distribution) believed by it to be genuine or to be signed by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of the Banks, the Agent may presume that such condition is satisfactory to the Banks unless the Agent shall have received notice to the contrary from a Bank within a reasonable period of time prior to the making of such Loan.

Liability of Agent. Neither the Agent nor any 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 (a) with the consent or at the request of the Required Banks Lenders (or, when expressly required hereby, such different number of Lenders required to consent to or all Banks, as the case may be, to request such action or inaction) or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement the Loan Documents or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrowerany Obligor; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Loan Documents or any other instrument or writing furnished in connection herewith. Neither herewith or (v) the Agent nor existence or the value of any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anyCollateral. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term "agent" in the Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine or 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.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any other Lender for any action taken or not taken by it in connection herewith with any of the Transaction Documents (a) with the consent or at the request of the Required Banks Lenders (or all Banks, such other number or percentage of the Lenders as shall be expressly provided for herein or in the case may beother Transaction Documents), or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrowers; (iii) the satisfaction of any condition specified in Article 3herein, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, any of the Notes, if any, Transaction Documents or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any 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 (ai) with the consent or at the request of the Required Banks (or, if pursuant to the terms of this Agreement the consent or all request is required to be given or made by a percentage of the Banks other than that which comprises the Required Banks, as the case may be, then with such consent or request) or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agent, or employees shall be liable for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banksor, as with respect to the case may beCollateral Agent, at the request of the Administrative Agent or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing other Loan Document or any Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any Guarantor; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, other Loan Documents or any other instrument or writing furnished in connection herewithherewith or therewith unless specifically requested to do so by a Bank. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Administrative Agent nor any of its affiliates 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 with this Agreement or any Note (a) with the consent or at the request of the Required Banks or all Banks, (b) in its capacity as Administrative Agent for the case may beFronting Banks, with the consent or at the request of a Fronting Bank or (bc) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Administrative Agent nor any of its affiliates 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 by the Borrower in connection with this Agreement or any borrowing Extension of Credit hereunder, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with this Agreement or any other instrument; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; Administrative Agent or (iv) the validity, enforceability, effectiveness, genuineness genuineness, enforceability or sufficiency of this Agreement, the Notes, if any, Agreement or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anytherewith. The Administrative Agent 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith or in connection with any other Loan Documents (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, Majority Lenders or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 (ia) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunderAdvance hereunder or in connection with any other Loan Documents; (iib) the performance or observance of any of the covenants or agreements of the Borrower; (iiic) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (ivd) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, any of the Notes, if any, Loan Documents or any other instrument or writing furnished in connection herewithherewith or therewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties. As to any matters not expressly provided for by this Agreement, Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any other Loan Document in accordance with instructions signed by the Majority Lenders and such instructions of the Majority Lenders and any action taken or failure to act pursuant thereto shall be binding on all of Lenders.

Liability of Agent. Neither The Agent shall exercise the same care to protect the interests of each Lender as it does to protect its own interests, so that so long as the Agent exercises such care it shall not be under any liability to any Lender, except for the Agent's gross negligence or willful misconduct with respect to anything it may do or refrain from doing. Subject to the immediately proceeding sentence, neither the Agent nor any 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 (a) with in its capacity as Agent. Without limiting the consent or at the request generality of the Required Banks or all Banksforegoing, as the case may be, or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither neither the Agent nor any 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 verify: (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunderother document, instrument or agreement executed and delivered in connection with the transactions contemplated by this Agreement; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrowers; (iii) the satisfaction of any condition specified in Article 3Sections 4.1, 4.2 or 4.3 hereof, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, enforceability or genuineness or sufficiency of this Agreement, the Notes, if any, Credit Notes or any other document, instrument or writing furnished agreement executed and delivered in connection herewith. Neither with or as contemplated by this Agreement; or (v) the Agent nor existence, value, collectibility or adequacy of the Collateral or any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement part thereof or the Notesvalidity, if anyeffectiveness, perfection or relative priority of the liens and security interests of the Lenders (through the Agent) therein. The Agent 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any 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 (ai) with the consent or at the request of the Required Banks (or, when expressly required hereby, such different number of Banks required to consent to or all Banks, as the case may be, request such action or inaction) or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 34, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper property party or parties. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with reference to the 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.

Liability of Agent. Neither the Agent nor any 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 or any of them in connection herewith (ai) with the consent or at the request of the Required Banks (or all Banks, such other number or percentage of Banks as may be specified in the case may be, Loan Documents for particular purposes) or (bii) in the absence of its or their own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its their respective affiliates nor any of their the respective directors, officers, agents or employees of any of the foregoing shall be liable for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks (or all Banks, as the Banks in any case may be, where the relevant event requires the consent of all the Banks in accordance with the terms and provisions of the Loan Documents) or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any of its their respective affiliates nor any of their the respective directors, officers, agents or employees of any of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement the Loan Documents or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrowerany Obligor; (iii) the satisfaction of any condition specified in Article 2, 3, except in the case of the Documentation Agent receipt of items required to be delivered to the Agentit; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Loan Documents or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable (i) to the Banks for any action taken or not taken by it such Person in connection herewith (a) with the consent or at the request of the Required Banks or all Banks, as the case may beif applicable, or (bii) to the Banks or any Borrower for any action taken or not taken by such Person in the absence of its such Person's own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any of its affiliates Agent, the Arranger nor any of their respective directors, officers, agents or employees shall be 51 SIDLEY XXXXXX XXXXX & XXXX responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrowers; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The Agent 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any 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 (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, trustees, investment managers, servicers or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (a) with the consent or at Financing Documents, except that Agent shall be liable with respect to its specific duties set forth hereunder but only to the request of the Required Banks or all Banks, as the case may be, or (b) in the absence extent of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesthe discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, trustees, investment managers, servicers 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 this Agreement any Financing Document or any borrowing hereunder; (iib) the performance or observance of any of the covenants or agreements of the Borrowerspecified in any Financing Document; (iiic) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agentany Financing Document; or (ivd) the validity, enforceability, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or sufficiency of this Agreement, the Notes, if any, perfected thereby or any other instrument or writing furnished in connection herewiththerewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Credit Party. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.in

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective ------------------ directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith or in connection with any Other Documents (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, Majority Lenders or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 (ia) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunderAdvance hereunder or in connection with any Other Documents; (iib) the performance or observance of any of the covenants or agreements of the Borrower; (iiic) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the AgentIX; or (ivd) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, any of the Notes, if any, Other Documents or any other instrument or writing furnished in connection herewithherewith or therewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties. As to any matters not expressly provided for by this Agreement, Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any Other Document in accordance with instructions signed by the Majority Lenders and such instructions of the Majority Lenders and any action taken or failure to act pursuant thereto shall be binding on all of Lenders.

Liability of Agent. Neither the Agent nor any 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 as Agent in connection herewith or the Security Agreements (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or the Security Agreements or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower hereunder or of the Borrower or any Subsidiary under the Security Agreement to which it is a party; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, the Security Agreements or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents herewith or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anytherewith. The Agent shall not incur any liability hereunder or under the Security Agreements by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any 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 with the Financing Documents (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, Lenders or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement any Financing Document or any borrowing hereunder; (ii) (the performance or observance of any of the covenants or agreements of the BorrowerCompany; (iii) the satisfaction of any condition specified in Article 3V, except receipt of items required to be delivered to the Agent; Agent or (iv) the validity, enforceability, effectiveness, sufficiency or genuineness or sufficiency of this Agreement, the Notes, if any, any Financing Document or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anytherewith. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Agent agrees to use its reasonable efforts to promptly notify the Lenders of any Event of Default of which the Agent actually becomes aware; provided, that the Agent shall have no liability to any Lender for its failure to timely provide such notice.

Liability of Agent. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Bank for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and in no event shall any such Person be liable for special, consequential, punitive until written notice thereof is given to the Administrative Agent by the Company or indirect damagesa Bank. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither ; (v) any Alternative Currency Advance or any action or failure to act relating thereto; (vi) the Agent nor existence or possible existence of any Default; (vii) the financial condition of the Company or any of its affiliates nor the Company’s Subsidiaries; or (viii) the contents of any of their respective directorscertificate, officers, agents report or employees shall be required to initiate other document delivered hereunder or conduct any litigation or collection proceedings under this Agreement or the Notes, if anyin connection herewith. 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 or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any 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 (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective Affiliates, directors, officers, agents or employees shall be liable for taking or omitting to take any action taken or not taken by it in connection herewith (ai) if it does so with the consent or at the request of the Required Banks or all Banks, as (ii) to the case may be, or (b) in the absence of extent its doing so does not constitute its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent Agent, nor any of its affiliates nor any of their respective Affiliates, 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 this Agreement Agreement, any of the other Loan Documents or any borrowing Loan hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrowerany Credit Party; (iii) the satisfaction of any condition specified in Article section 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, effectiveness, enforceability, effectiveness, or genuineness or sufficiency of this Agreement, the Notes, if any, the other Loan Documents or any other instrument or writing furnished in connection herewith. Neither herewith or therewith; or (v) any negligence or misconduct of an agent or attorney-in-fact selected by the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anywith reasonable care. The Agent shall not incur any no liability by acting in reliance upon any notice, consent, certificate, statement, statement or other writing (which may be a bank wire, telex telecopy or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Neither the Agent, nor any of its Affiliates, directors, agents, officers or employees shall be a trustee or fiduciary for any Bank.

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any other Lender for any action taken or not taken by it in connection herewith with any of the Transaction Documents (a) with the consent or at the request of the Required Banks Lenders (or all Banks, such other number or percentage of the Lenders as shall be expressly provided for herein or in the case may beother Loan Documents), or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrowers; (iii) the satisfaction of any condition specified in Article 3herein, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, any of the Notes, if any, Transaction Documents or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of Agent, its affiliates nor Affiliates, or any of their respective officers, directors, officersemployees, agents agents, affiliates or employees attorneys–in–fact (collectively, the “Agent–Related Persons”) shall not (i) be liable to any of the Lenders for any action taken or not omitted to be taken by it in connection herewith (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents them under 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 this Agreement or any borrowing hereunder; other Loan Document (except for their own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by Borrower or Affiliate of Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent, or the Documentation Agent under or in connection with, this Agreement or any other Loan Document, or the execution, validity, effectiveness, genuineness, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower to perform its obligations hereunder or thereunder. No Agent–Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance or observance of any of the covenants terms or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3provisions contained in, except receipt of items required to be delivered to the Agent; or (iv) the validityconditions of, enforceability, effectiveness, genuineness or sufficiency of this Agreement, the Notes, if any, Agreement or any other instrument Loan Document, or writing furnished in connection herewith. Neither the Agent nor financial condition of Borrower, or the existence or possible existence of any Unmatured Event of Default or Event of Default unless requested to do so by the Majority Lenders, or to inspect the properties, books or records of Borrower or any of its affiliates nor any of their respective directors, officers, agents Subsidiaries or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or partiesAffiliates.

Liability of Agent. Neither the No Agent nor any 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 (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing hereunderhereunder or any other Loan Document; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any Subsidiary in any Loan Document; (iii) the satisfaction of any condition specified in Article 3Section 7, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, any other Loan Document or any other instrument or writing furnished in connection herewith. Neither herewith or of the Agent nor any collectibility of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement the Obligations or the Notesvalue, if anyworth, priority, or perfection of the Collateral or the Liens provided for by the Loan Documents. The Agent 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 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 Agent need not verify the worth or existence of the Collateral and may rely exclusively on reports of the Borrower in computing the Available Borrowing Base. The Agent may treat the Banks that are named herein as the holders of the Notes and the indebtedness contemplated herein. .

Liability of Agent. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall not (i) be liable to any Noteholder for any action taken or not omitted to be taken by it under or in connection herewith with this Agreement or any other Note Purchase Document or the transactions contemplated hereby (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) in the absence of except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis), or (ii) be responsible in no event shall any such Person be liable manner to any of the Noteholders for specialany recital, consequentialstatement, punitive representation or indirect damages. Neither warranty made by the Borrower or any Guarantor, or any officer thereof, contained in this Agreement or in any other Note Purchase Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent nor any of its affiliates nor any of their respective directors, officers, agents under 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 with, this Agreement or any borrowing hereunder; (ii) other Note Purchase Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Note Purchase Document, or for any failure of the Borrower or any other party to any Note Purchase Document to perform its obligations hereunder or thereunder. Agent shall not be under any obligation to any Noteholder to ascertain or to inquire as to the observance or performance or observance of any of the covenants agreements contained in, or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3conditions of, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, genuineness or sufficiency of this Agreement, the Notes, if any, Agreement or any other instrument Note Purchase Document, or writing furnished in connection herewith. Neither to inspect the Agent nor properties, books or records of the Borrower or any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or partiesGuarantors.

Liability of Agent. Neither the No Agent nor any 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 (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement or any borrowing hereunderhereunder or any other Loan Document; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any Subsidiary in any Loan Document; (iii) the satisfaction of any condition specified in Article 3Section 7, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, any other Loan Document or any other instrument or writing furnished in connection herewith. Neither herewith or of the Agent nor any collectibility of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement the Obligations or the Notesvalue, if anyworth, priority, or perfection of the Collateral or the Liens provided for by the Loan Documents. The Agent 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 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 Agent need not verify the worth or existence of the Collateral and may rely exclusively on reports of the Borrower in computing the Borrowing Base. The Agent may treat the Banks that are named herein as the holders of the Notes and the indebtedness contemplated herein.

Liability of Agent. Neither the Agent nor any of its their respective affiliates nor any of their the respective directors, officers, agents or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith with the Loan Documents (ai) with the consent or at the request of the Required Banks (or all Banks, such other number or percentage of the Banks as may be specified herein for the case may be, particular purpose) or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any of its their respective affiliates nor any of their the respective directors, officers, agents or employees of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement the Loan Documents or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any of its Subsidiaries; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the such Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Loan Documents or any other instrument or writing furnished in connection herewiththerewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with reference to an 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 a contractual relationship between independent contracting parties.

Liability of Agent. (a) Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks Lenders or of all BanksLenders, as the case may be, if required or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. misconduct. (b) Neither the Agent (except as otherwise provided in this Agreement) nor any 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 verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing Advance hereunder; ; (ii) the performance or observance of any of the covenants or agreements of the Borrower; Company or any Borrowing Subsidiary; (iii) the satisfaction of any condition specified in Article 3V, except receipt of items required to be delivered to the AgentAgent and the determination of the amount of the Credit Requirement; or or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. . (c) The 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 or similar writing) or telephone communication believed by it to be genuine or or, in the case of a writing, to be signed by the proper party or parties.

Liability of Agent. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Bank for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (bii) in the absence of its own gross negligence or willful misconduct misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and in no event shall any such Person be liable for special, consequential, punitive until written notice thereof is given to the Administrative Agent by the Company or indirect damagesa Bank. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerCompany; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Notes or any other instrument or writing furnished in connection herewith. Neither ; (v) the Agent nor existence or possible existence of any Default; (vi) the financial condition of the Company or any of its affiliates nor Subsidiaries; or (vii) the contents of any of their respective directorscertificate, officers, agents report or employees shall be required to initiate other document delivered hereunder or conduct any litigation or collection proceedings under this Agreement or the Notes, if anyin connection herewith. 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 or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any of Agent, its affiliates nor Affiliates, or any of their respective officers, directors, officersemployees, agents agents, affiliates or employees attorneys-in-fact (collectively, the "Agent-Related Persons") shall not (i) be liable to any of the Lenders for any action taken or not omitted to be taken by it in connection herewith (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents them under 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 this Agreement or any borrowing hereunder; other Loan Document (except for their own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by Borrower or Affiliate of Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent, or the Co-Agent under or in connection with, this Agreement or any other Loan Document, or the execution, validity, effectiveness, genuineness, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance or observance of any of the covenants terms or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3provisions contained in, except receipt of items required to be delivered to the Agent; or (iv) the validityconditions of, enforceability, effectiveness, genuineness or sufficiency of this Agreement, the Notes, if any, Agreement or any other instrument Loan Document, or writing furnished in connection herewith. Neither the Agent nor financial condition of Borrower, or the existence or possible existence of any Unmatured Event of Default or Event of Default unless requested to do so by the Majority Lenders, or to inspect the properties, books or records of Borrower or any of its affiliates nor any of their respective directors, officers, agents Subsidiaries or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or partiesAffiliates.

Liability of Agent. Neither the Agent nor any 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 (ai) with the consent or at the request of the Required Banks Lenders (or, when expressly required hereby, such different number of Lenders required to consent to or all Banks, as the case may be, to request such action or inaction) or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement the Loan Documents or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrowerany Obligor; (iii) the satisfaction of any condition specified in Article 33 , except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Loan Documents or any other instrument or writing furnished in connection herewith. Neither herewith or (v) the Agent nor existence or the value of any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anyCollateral. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term "agent" in the Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine or 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.

Liability of Agent. Neither Notwithstanding any other provision, express or implied, to the contrary in this Agreement or any other Loan Document, neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, employees, attorneys-in-fact or employees Affiliates shall be liable for any action taken or not taken by it them in connection herewith or in connection with any other Loan Document (ai) with the consent or at the request of the Required Banks or all Banks, as the case may beapplicable Lenders, or (bii) in the absence of its their own gross negligence or willful misconduct and in no event shall any such Person be liable for specialmisconduct, consequential, punitive as determined by a final order or indirect damagesjudgment of a court of competent jurisdiction. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, employees, attorneys-in-fact or employees Affiliates shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement Agreement, any other Loan Document or any borrowing Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, Section 4 (except receipt where the satisfaction of items required to be delivered to the AgentAgent is specifically required); or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if anyany Letter of Credit, any other Loan Document or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents herewith or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anytherewith. The 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 wire or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any 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 (ai) with the consent or at the request of the Required Banks Lenders (or, when expressly required hereby, such different number of Lenders required to consent to or all Banks, as the case may be, to request such action or inaction) or (bii) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damagesmisconduct. Neither the Agent nor any 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 this Agreement the Loan Documents or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrowerany Obligor; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, Loan Documents or any other instrument or writing furnished in connection herewith. Neither herewith or (v) the Agent nor existence or the value of any of its affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anyCollateral. The 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 telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term "agent" in the Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine or 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.

Liability of Agent. Neither Notwithstanding any other provision, express or implied, to the contrary in this Agreement or any other Loan Document, neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, employees, attorneys-in-fact or employees Affiliates shall be liable for any action taken or not taken by it them in connection herewith or in connection with any other Loan Document (ai) with the consent or at the request of the Required Banks or all Banks, as the case may beapplicable Lenders, or (bii) in the absence of its their own gross negligence or willful misconduct and in no event shall any such Person be liable for specialmisconduct, consequential, punitive as determined by a final order or indirect damagesjudgment of a court of competent jurisdiction. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, employees, attorneys-in-fact or employees Affiliates shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement Agreement, any other Loan Document or any borrowing Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, Section 4 (except receipt where the satisfaction of items required to be delivered to the AgentAgent is specifically required); or (iv) the validity, enforceability, effectiveness, effectiveness or genuineness or sufficiency of this Agreement, the Notes, if any, any other Loan Document or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents herewith or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if anytherewith. The 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 wire or similar writing) believed by it in good faith to be genuine or to be signed by the proper party or parties.

Liability of Agent. Neither the Agent nor any 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 (a) with the consent or at the request of the Required Banks or all Banks, as the case may be, or (b) in the absence of its own gross negligence or willful misconduct and in no event shall any such Person be liable for special, consequential, punitive or indirect damages. Neither the Agent nor any 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 this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Agent; or (iv) the validity, enforceability, effectiveness, genuineness or sufficiency of this Agreement, the Notes, if any, or any other instrument or writing furnished in connection herewith. Neither the Agent nor any of its 35 affiliates nor any of their respective directors, officers, agents or employees shall be required to initiate or conduct any litigation or collection proceedings under this Agreement or the Notes, if any. The 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.