Common use of Liability of Agents Clause in Contracts

Liability of Agents. None of the Agents, their affiliates and their respective directors, officers, agents and employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit of the Agents, their affiliates and their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or 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 Agents. None Neither any Agent nor any of their respective affiliates nor any of the Agents, their affiliates and their respective directors, officers, agents and or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) Banks or (ii) in the absence of its own gross negligence or willful misconduct; provided that the provisions . Neither any Agent nor any of this sentence are for the sole benefit their respective affiliates nor any of the Agents, their affiliates and their respective directors, officers, agents and or employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and employees 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 any Loan Document or any borrowing or any issuance of a Letter of Credit 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 except3, except in the case of the Administrative Agent, Agent receipt of items notice required to be delivered given to itsuch Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex, facsimile or 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 the Loan Documents with reference to any Agent the Agents 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 Agents. None Neither any Agent nor any of their respective affiliates nor any of the Agents, their affiliates and their respective directors, officers, agents and or employees of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) Banks or (ii) in the absence of its own gross negligence or willful misconduct; provided that the provisions . Neither any Agent nor any of this sentence are for the sole benefit their respective affiliates nor any of the Agents, their affiliates and their respective directors, officers, agents and or employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and employees 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 any Loan Document or any borrowing or any issuance of a Letter of Credit hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrowerany Loan Party; (iii) the satisfaction of any condition specified in Article 3 except3, except in the case of the Administrative Agent, Agent receipt of items notice required to be delivered given to itsuch Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes any Loan Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex, facsimile or 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 the Loan Documents with reference to any Agent the Agents 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 Agents. None As between each Agent on the one hand and the Banks on the other hand, none of the Agents, Agents nor any of their affiliates and nor any of their respective directors, officers, agents and or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) Banks or (ii) in the absence of its own gross negligence or willful misconduct; provided that . As between each Agent on the provisions of this sentence are for one hand and the sole benefit Banks on the other hand, none of the Agents, their affiliates and Agents nor any of their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and 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 other Loan Document, or any borrowing or any issuance of a Letter of Credit Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any other Loan Party; (iii) the satisfaction of any condition specified in Article 3 exceptIII, in the case of the Administrative Agent, except receipt of items required to be delivered to it; such Agent, or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes other Loan Documents or any other instrument or writing furnished in connection herewith. No As between each Agent on the one hand and the Banks on the other hand, none of the Agents shall incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex, facsimile telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality The Administrative Agent shall not be deemed to have knowledge or notice of the foregoingoccurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Bank or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Bank, the use Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the applicable extension of the term “agent” in this Agreement with reference to any Agent is not intended to connote any fiduciary credit 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 partiesaction.

Liability of Agents. None of the Agents, Agents nor any of their affiliates and their respective directors, officers, agents and agents, or employees shall be liable for any action taken or not taken by it such Agent in connection herewith (ia) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) Banks, or (iib) in the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit of the Agents, their affiliates and their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have to the BorrowerIT BEING THE INTENTION OF BANKS THAT SUCH PARTIES SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF THEIR ORDINARY NEGLIGENCE. None of the Agents, their affiliates and Agents nor any of their respective officers, directors, officers, agents and 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 or any issuance of a Letter of Credit hereunder; , (ii) the performance or observance of any of the covenants or agreements of the Borrower; any Credit Party, (iii) the satisfaction of any condition specified in Article 3 exceptVII, in the case of the Administrative Agent, except receipt of items required to be delivered to it; Administrative Agent, or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex, facsimile telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties or upon any oral notice which such Agent believes will be confirmed in writing 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 If any Agent is not intended fails to connote take any fiduciary or action required to be taken by it under the Loan Papers after the occurrence of an Event of Default and within a reasonable time after being requested to do so by any Bank (after such requesting Bank has obtained the approval of such other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadBanks as required), such term is used merely Agent shall not suffer or incur any liability as a matter of market custom and is intended result thereof, but such requesting Bank may request such Agent to create or reflect only an administrative relationship between independent contracting partiesresign, whereupon such Agent shall so resign pursuant to Section 13.9.

Liability of Agents. None (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Banks, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to the Lenders or the Issuing Banks or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Banks or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent's own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to the Lenders or the Issuing Banks or to any of them for any action taken or not omitted to be taken by it in connection herewith (i) with the consent or at the request of them pursuant to instructions received by them from the Required Lenders (or such different number in reliance upon the advice of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in counsel selected by it. Without limiting the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees (A) shall be responsible to any Lender or any Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or (B) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents, or (C) shall be responsible to any Lender or any Issuing Bank for the state or condition of any properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, or any information contained in the books or records of the Borrowers; or (D) shall be responsible to any Lender or any Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (E) shall be responsible to any Lender or any Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall not release any Bank from liability it would otherwise have be entitled to the Borroweradvice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents, their affiliates and Agents nor any of their respective directors, officers, employees, or agents and employees shall be responsible for or have any duty responsibility to ascertain, inquire into the Borrowers on account of the failure or verify delay in performance or breach by any Lender (iother than by any Agent in its capacity as a Lender) or any statement, warranty or representation made in connection with Issuing Bank of any of their respective obligations under this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument of the Loan Documents or writing furnished in connection herewith. No Agent herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statement affidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in this Agreement with reference taking or failing to take 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 partiesaction.

Liability of Agents. None (i) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to any of the Lenders or the Issuing Bank for any action taken or omitted to be taken in good faith, or be responsible to any of the Lenders or the Issuing Bank for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to any of the Lenders or the Issuing Bank for any action taken or not omitted to be taken by it in connection herewith (i) with the consent or at the request of them pursuant to instructions received by them from the Required Lenders (Lenders, or such different number Required Supermajority Lenders, as applicable, or in reliance upon the advice of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in counsel selected by the absence of its own gross negligence or willful misconduct; provided that Agents. Without limiting the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees and shall not release be responsible to any Lender or the Issuing Bank from liability it would otherwise have for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the Borrower. performance or observance by any Loan Party of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents. (ii) None of the Agents, their affiliates and Agents nor any of their respective directors, officers, employees, or agents and employees shall be responsible for or have any duty responsibility to ascertain, inquire into the Loan Parties on account of the failure or verify delay in performance or breach by any Lender (iother than by the Agent in its capacity as a Lender) or the Issuing Bank of any statement, warranty or representation made in connection with of their respective obligations under this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument of the Loan Documents or writing furnished in connection herewith. No herewith or therewith. (iii) The Administrative Agent and the Collateral Agent, in such capacities hereunder, shall incur be entitled to rely on any liability by acting in reliance upon any noticecommunication, consentinstrument, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) document reasonably believed by it such Agent to be genuine or correct and to have been signed or sent by a Person or Persons believed by such Agent to be signed by the proper party Person or parties. Without limiting the generality of the foregoingPersons, 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. Insteadand, such term is used merely as a matter Agent shall be entitled to rely on advice of market custom legal counsel, independent public accountants, and is intended to create or reflect only an administrative relationship between independent contracting partiesother professional advisers and experts selected by such Agent.

Liability of Agents. None (i) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to any of the Lenders or the Issuing Bank for any action taken or omitted to be taken in good faith, or be responsible to any of the Lenders or the Issuing Bank for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent's own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to any of the Lenders or the Issuing Bank for any action taken or not omitted to be taken by it in connection herewith (i) with the consent or at the request of them pursuant to instructions received by them from the Required Lenders (Lenders, or such different number Required Supermajority Lenders, as applicable, or in reliance upon the advice of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in counsel selected by the absence of its own gross negligence or willful misconduct; provided that Agents. Without limiting the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees and shall not release be responsible to any Lender or the Issuing Bank from liability it would otherwise have for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the Borrower. performance or observance by any Loan Party of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents. (ii) None of the Agents, their affiliates and Agents nor any of their respective directors, officers, employees, or agents and employees shall be responsible for or have any duty responsibility to ascertain, inquire into the Loan Parties on account of the failure or verify delay in performance or breach by any Lender (iother than by the Agent in its capacity as a Lender) or the Issuing Bank of any statement, warranty or representation made in connection with of their respective obligations under this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument of the Loan Documents or writing furnished in connection herewith. No herewith or therewith. (iii) The Administrative Agent and the Collateral Agent, in such capacities hereunder, shall incur be entitled to rely on any liability by acting in reliance upon any noticecommunication, consentinstrument, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) document reasonably believed by it such Agent to be genuine or correct and to have been signed or sent by a Person or Persons believed by such Agent to be signed by the proper party Person or parties. Without limiting the generality of the foregoingPersons, 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. Insteadand, such term is used merely as a matter Agent shall be entitled to rely on advice of market custom legal counsel, independent public accountants, and is intended to create or reflect only an administrative relationship between independent contracting partiesother professional advisers and experts selected by such Agent.

Liability of Agents. None (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to the Lenders or the Issuing Bank or to any of them for any action taken or not omitted to be taken by it in connection herewith (i) with the consent or at the request of them pursuant to instructions received by them from the Required Lenders (or such different number in reliance upon the advice of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in counsel selected by it. Without limiting the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees (A) shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or (B) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents, or (C) shall be responsible to any Lender or the Issuing Bank for the state or condition of any properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, or any information contained in the books or records of the Borrowers; or (D) shall be responsible to any Lender or the Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (E) shall be responsible to any Lender or the Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall not release any Bank from liability it would otherwise have be entitled to the Borroweradvice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents, their affiliates and Agents nor any of their respective directors, officers, employees, or agents and employees shall be responsible for or have any duty responsibility to ascertain, inquire into the Borrowers on account of the failure or verify delay in performance or breach by any Lender (iother than by any Agent in its capacity as a Lender) or the Issuing Bank of any statement, warranty or representation made in connection with of their respective obligations under this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument of the Loan Documents or writing furnished in connection herewith. No Agent herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statement affidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in this Agreement with reference taking or failing to take 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 partiesaction.

Liability of Agents. None As between each Agent on the one hand and the Banks on the other hand, none of the Agents, Agents nor any of their affiliates and nor any of their respective directors, officers, agents and or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) Banks or (ii) in the absence of its own gross negligence or willful misconduct; provided that . As between each Agent on the provisions of this sentence are for one hand and the sole benefit Banks on the other hand, none of the Agents, their affiliates and Agents nor any of their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and 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 other Loan Document, or any borrowing or any issuance of a Letter of Credit Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the BorrowerBorrower or any other Covered Party; (iii) the satisfaction of any condition specified in Article 3 exceptIII, in the case of the Administrative Agent, except receipt of items required to be delivered to it; such Agent, or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes other Loan Documents or any other instrument or writing furnished in connection herewith. No As between each Agent on the one hand and the Banks on the other hand, none of the Agents shall incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex, facsimile telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality The Administrative Agent shall not be deemed to have knowledge or notice of the foregoingoccurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Bank or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Bank, the use Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the applicable extension of the term “agent” in this Agreement with reference to any Agent is not intended to connote any fiduciary credit 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 partiesaction.

Liability of Agents. None (a) The Agents shall not have any duties or obligations except those expressly set forth herein and the other Loan Documents and no implied duties or obligations shall be read into this Agreement or the other Loan Documents against any Agent. Without limiting the generality of the Agentsforegoing, (i) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that each Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08), (iii) except as expressly set forth herein, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the Borrower’s Subsidiaries that is communicated to or obtained by the institution serving as an Agent or any of its Affiliates in any capacity and (iv) the Agents will not be required to take any action that, in their affiliates and opinion or the opinion of their respective directorscounsel, officersmay expose any Agent to liability or that is contrary to any Loan Document or applicable law, agents and employees including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect. No Agent shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different other number or percentage of the Lenders as any provision hereof expressly requires for such consent or requestshall be necessary under the circumstances as provided in Section 10.08) or (ii) in the absence of its own gross negligence negligence, bad faith or willful misconduct; provided that . No Agent shall be deemed to have knowledge of any Event of Default unless and until written notice thereof is given to such Agent by the provisions of this sentence are for Borrower or a Lender, and the sole benefit of the Agents, their affiliates and their respective directors, officers, agents and employees and Administrative Agent shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and employees shall be responsible for for, or have any duty to ascertainascertain or inquire into, inquire into or verify (iA) any statement, warranty or representation made in or in connection with this Agreement Agreement, (B) the contents of any certificate, report or any borrowing other document delivered hereunder or any issuance of a Letter of Credit hereunder; in connection herewith, (iiC) the performance or observance of any of the covenants covenants, agreements or agreements other terms or conditions set forth herein, (D) the validity, enforceability, effectiveness or genuineness of the Borrower; this Agreement or any other agreement, instrument or document, or (iiiE) the satisfaction of any condition specified set forth in Article 3 exceptSection 4 or elsewhere herein, in the case of the Administrative Agent, other than to confirm receipt of items expressly required to be delivered to it; or such Agent. (ivb) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Each Agent shall be entitled to rely upon, and shall not incur any liability by acting in reliance upon for relying upon, any notice, consentrequest, certificate, statement consent, statement, instrument, document or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine and to have been signed or to be signed sent by the proper party Person. Each Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Without limiting Each Agent may consult with legal counsel (who may be counsel for the generality Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (c) Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its Related Parties. The exculpatory provisions of the foregoingpreceding paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent and any such sub-agent, and shall apply to their respective activities in connection with the use syndication 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 credit facilities provided for herein as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partieswell as activities as Agent.

Liability of Agents. None (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to the Lenders or the Issuing Bank or to any of them for any action taken or not omitted to be taken by it in connection herewith (i) with the consent or at the request of them pursuant to instructions received by them from the Required Lenders (Lenders, or such different number all Lenders, as applicable, or in reliance upon the advice of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in counsel selected by it. Without limiting the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees and shall not release be responsible to any Lender or the Issuing Bank from liability it would otherwise have for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the Borrower. performance or observance by any Loan Party of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents. (b) None of the Agents, their affiliates and Agents nor any of their respective directors, officers, employees, or agents and employees shall be responsible for or have any duty responsibility to ascertain, inquire into the Loan Parties on account of the failure or verify delay in performance or breach by any Lender (iother than by the Agent in its capacity as a Lender) or the Issuing Bank of any statement, warranty or representation made in connection with of their respective obligations under this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument of the Loan Documents or writing furnished in connection herewith. No herewith or therewith. (c) The Administrative Agent and the Collateral Agent, in such capacities hereunder, shall incur be entitled to rely on any liability by acting in reliance upon any noticecommunication, consentinstrument, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) document reasonably believed by it such person to be genuine or correct and to have been signed or sent by a person or persons believed by such person to be signed by the proper party Person or parties. Without limiting the generality of the foregoingPersons, 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. Insteadand, such term is used merely as a matter Person shall be entitled to rely on advice of market custom legal counsel, independent public accountants, and is intended to create or reflect only an administrative relationship between independent contracting partiesother professional advisers and experts selected by such Person.

Liability of Agents. None (a) The Agents shall not have any duties or obligations except those expressly set forth herein and the other Loan Documents and no implied duties or obligations shall be read into this Agreement or the other Loan Documents against any Agent. Without limiting the generality of the Agentsforegoing, (i) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that each Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08), (iii) except as expressly set forth herein, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the Borrower’s Subsidiaries that is communicated to or obtained by the institution serving as an Agent or any of its Affiliates in any capacity and (iv) the Agents will not be required to take any action that, in their affiliates and opinion or the opinion of their respective directorscounsel, officersmay expose any Agent to liability or that is contrary to any Loan Document or applicable law, agents and employees including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect. No Agent shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different other number or percentage of the Lenders as any provision hereof expressly requires for such consent or requestshall be necessary under the circumstances as provided in Section 10.08) or (ii) in the absence of its own gross negligence negligence, bad faith or willful misconduct; provided that . No Agent shall be deemed to have knowledge of any Event of Default unless and until written notice thereof is given to such Agent by the provisions of this sentence are for Borrower or a Lender, and the sole benefit of the Agents, their affiliates and their respective directors, officers, agents and employees and Administrative Agent shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and employees shall be responsible for for, or have any duty to ascertainascertain or inquire into, inquire into or verify (iA) any statement, warranty or representation made in or in connection with this Agreement Agreement, (B) the contents of any certificate, report or any borrowing other document delivered hereunder or any issuance of a Letter of Credit hereunder; in connection herewith, (iiC) the performance or observance of any of the covenants covenants, agreements or agreements other terms or conditions set forth herein, (D) the validity, enforceability, effectiveness or genuineness of the Borrower; this Agreement or any other agreement, instrument or document, or (iiiE) the satisfaction of any condition specified set forth in Article 3 exceptSection 4 or elsewhere herein, in the case of the Administrative Agent, other than to confirm receipt of items expressly required to be delivered to it; or such Agent. (ivb) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Each Agent shall be entitled to rely upon, and shall not incur any liability by acting in reliance upon for relying upon, any notice, consentrequest, certificate, statement consent, statement, instrument, document or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine and to have been signed or to be signed sent by the proper party Person. Each Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Without limiting Each Agent may consult with legal counsel (who may be counsel for the generality Borrower), independent accountants and 1006536826v43 other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (c) Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its Related Parties. The exculpatory provisions of the foregoingpreceding paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent and any such sub-agent, and shall apply to their respective activities in connection with the use syndication 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 credit facilities provided for herein as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting partieswell as activities as Agent.

Liability of Agents. None of (a) The Administrative Agent’s duties hereunder and under the Agents, their affiliates other Loan Documents are solely ministerial and their respective directors, officers, agents administrative in nature and employees the Administrative Agent shall be liable for not have any action taken duties or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof obligations except those expressly requires for such consent or request) or (ii) set forth herein and in the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit of the Agents, their affiliates and their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or partiesLoan Documents. Without limiting the generality of the foregoing, the use Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the term “agent” Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law. (b) No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with reference its duties expressly set forth herein), or (b) be responsible in any manner to any Agent is not intended to connote Lender Party or participant for any fiduciary recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other implied (Loan Document, or express) obligations arising under agency doctrine of in any applicable law. Insteadcertificate, 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.report,

Liability of Agents. None As between the Agents and the Banks, none of the Agents, any of their respective affiliates and or any of their respective directors, officers, agents and employees or employees, shall be liable for any action taken or not taken by it any of them in connection herewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) Banks or (ii) in the absence of its own gross negligence or willful misconduct; provided that . As between the provisions of this sentence are for Agents and the sole benefit Banks, none of the Agents, their affiliates and Agents or any of their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and 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 or any issuance of a Letter of Credit hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower, except with respect to payment of principal and interest; (iii) the satisfaction of any condition specified in Article 3 exceptIII, in the case of the Administrative Agent, except receipt of items required to be delivered to itthe Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes other Loan Documents or any other instrument or writing furnished in connection herewith. No As between Administrative Agent and the Banks, 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, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting Anything to the generality of contrary notwithstanding, no Agent other than the foregoingAdministrative Agent and the Co-Syndication Agents shall have any powers, the use of the term “agent” in duties or responsibilities under this Agreement with reference to or any Agent is not intended to connote any fiduciary other Loan Document, except in its capacity, as applicable, as the Administrative Agent, a Fronting Bank, a Swingline Lender 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 partiesBank hereunder.

Liability of Agents. None of the Agents, Agents nor any of their affiliates and their respective directors, officers, agents and agents, or employees shall be liable for any action taken or not taken by it such Agent in connection herewith (ia) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) Banks, or (iib) in the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit of the Agents, their affiliates and their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have to the BorrowerIT BEING THE INTENTION OF BANKS THAT SUCH PARTIES SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF THEIR ORDINARY NEGLIGENCE. None of the Agents, their affiliates and Agents nor any of their respective officers, directors, officers, agents and 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 or any issuance of a Letter of Credit hereunder; , (ii) the performance or observance of any of the covenants or agreements of the Borrower; any Credit Party, (iii) the satisfaction of any condition specified in Article 3 exceptVI, in the case of the Administrative Agent, except receipt of items required to be delivered to it; Administrative Agent, or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex, facsimile telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties or upon any oral notice which such Agent believes will be confirmed in writing 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 If any Agent is not intended fails to connote take any fiduciary or action required to be taken by it under the Loan Documents after the occurrence of an Event of Default and within a 62 reasonable time after being requested to do so by any Bank (after such requesting Bank has obtained the approval of such other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadBanks as required), such term is used merely Agent shall not suffer or incur any liability as a matter of market custom and is intended result thereof, but such requesting Bank may request such Agent to create or reflect only an administrative relationship between independent contracting partiesresign, whereupon such Agent shall so resign pursuant to Section 12.9.

Liability of Agents. None (a) The Administrative Agent or the Lead Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the Agentsforegoing, the Administrative Agent or the Lead Arrangers, as applicable: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (iii) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their affiliates Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Lead Arrangers to any of their Related Parties in any capacity, except for notices, reports and their respective directors, officers, agents and employees other documents expressly required to be furnished to the Lenders by the Administrative Agent herein. (b) The Administrative Agent shall not be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such different other number or percentage of the Lenders as any provision hereof expressly requires for such consent shall be necessary, or requestas the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections ‎10.01 and ‎8.02) or (ii) in the absence of its own gross negligence or willful misconduct; provided that the provisions misconduct (in each case, as determined in a final, non-appealable judgment of this sentence are for the sole benefit a court of the Agents, their affiliates and their respective directors, officers, agents and employees and competent jurisdiction). (c) The Administrative Agent shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and employees shall be responsible to any Lender for or have any duty to ascertain, ascertain or inquire into or verify (i) any statement, warranty or representation made in or in connection with this Agreement or any borrowing or any issuance of a Letter of Credit hereunder; other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants covenants, agreements or agreements of other terms or conditions set forth herein or therein or the Borrower; (iii) the satisfaction occurrence of any condition specified in Article 3 exceptDefault, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes any other Loan Document or any other agreement, instrument or writing furnished document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, (vi) the satisfaction of any condition set forth in connection herewith. No ‎Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) compliance by Affiliates of a Lender with the terms hereof relating to Affiliates of a Lender. (d) The Administrative Agent shall incur not have any duties or responsibilities or be liable for monitoring or enforcing ‎Section 10.07(b)(ii)(E). (e) The Administrative Agent shall not be responsible or have any liability by acting in reliance upon for, or have any noticeduty to ascertain, consentinquire into, certificatemonitor or enforce, statement compliance with the provisions of this Agreement relating to Disqualified Lenders or other writing (which may be Affiliates of a bank wire, telex, facsimile or similar writing) believed by it to be genuine or to be signed by the proper party or partiesLender. Without limiting the generality of the foregoing, the use Administrative Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender is a Disqualified Lender or Affiliate of the term “agent” in this Agreement a Lender or (y) have any liability with reference respect to or arising out of any assignment of Loans, or disclosure of confidential information, to any Agent is not intended to connote any fiduciary ‎Disqualified Lender or other implied (or express) obligations arising under agency doctrine Affiliate 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 partiesLender.

Liability of Agents. None (a) The Administrative Agent or the Lead Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the Agentsforegoing, the Administrative Agent or the Arranger, as applicable, and its Related Parties: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (iii) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any Issuing Bank any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their affiliates Affiliates that is communicated to, or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and their respective directors, officers, agents and employees other documents expressly required to be furnished to the Lenders by the Administrative Agent herein. (b) Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it the Administrative Agent under or in connection herewith with this Agreement or any other Credit Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such different other number or percentage of the Lenders as any provision hereof expressly requires for such consent shall be necessary), or requestas the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 12.10 and 10.11) or (ii) in the absence of its own gross negligence or willful misconduct; provided that the provisions misconduct as determined by a court of this sentence are for the sole benefit competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of the Agents, their affiliates any Default unless and their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have until notice describing such Default is given in writing to the Administrative Agent by the Borrower. None , a Lender or an Issuing Bank. (c) Neither the Administrative Agent nor any of the Agents, their affiliates and their respective directors, officers, agents and employees shall be responsible for or its Related Parties have any duty or obligation to ascertain, any Lender or participant or any other Person to ascertain or inquire into or verify (i) any statement, warranty or representation made in or in connection with this Agreement or any borrowing or any issuance of a Letter of other Credit hereunder; Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants covenants, agreements or agreements of other terms or conditions set forth herein or therein or the Borrower; (iii) the satisfaction occurrence of any condition specified in Article 3 exceptDefault, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes any other Credit Document or any other agreement, instrument or writing furnished in connection herewith. No Agent shall incur document, or the creation, perfection or priority of any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) believed by it Lien purported to be genuine created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be signed by delivered to 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 partiesAdministrative Agent.

Liability of Agents. None (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to the Lenders or the Issuing Bank or to any of them for any action taken or not omitted to be taken by it in connection herewith (i) with the consent or at the request them pursuant to instructions received by them from Table of Contents the Required Lenders (Lenders, or such different number in reliance upon the advice of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in counsel selected by it. Without limiting the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees and shall not release be responsible to any Lender or the Issuing Bank from liability it would otherwise have for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the Borrower. performance or observance by any Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents. (b) None of the Agents, their affiliates and Agents nor any of their respective directors, officers, employees, or agents and employees shall be responsible for or have any duty responsibility to ascertain, inquire into the Borrowers on account of the failure or verify delay in performance or breach by any Lender (iother than by the Agent in its capacity as a Lender) or the Issuing Bank of any statement, warranty or representation made in connection with of their respective obligations under this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument of the Loan Documents or writing furnished in connection herewith. No herewith or therewith. (c) The Administrative Agent and the Collateral Agent, in such capacities hereunder, shall incur be entitled to rely on any liability by acting in reliance upon any noticecommunication, consentinstrument, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) document reasonably believed by it such Person to be genuine or correct and to have been signed or sent by a person or persons believed by such Person to be signed by the proper party Person or parties. Without limiting the generality of the foregoingPersons, 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. Insteadand, such term is used merely as a matter Person shall be entitled to rely on advice of market custom legal counsel, independent public accountants, and is intended to create or reflect only an administrative relationship between independent contracting partiesother professional advisers and experts selected by such Person.

Liability of Agents. None Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to any of the Lenders or the Issuing Bank for any action taken or omitted to be taken in good faith, or be responsible to any of the Lenders or the Issuing Bank for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent's own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to any of the Lenders or the Issuing Bank for any action taken or not omitted to be taken by it in connection herewith (i) with the consent or at the request of them pursuant to instructions received by them from the Required Lenders (Lenders, or such different number Required Supermajority Lenders, as applicable, or in reliance upon the advice of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in counsel selected by the absence of its own gross negligence or willful misconduct; provided that Agents. Without limiting the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and employees shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or have any duty to ascertainenforceability of, inquire into or verify (i) for any statement, warranty or representation made in connection with in, this Agreement, any Loan Document or any related agreement, document or order, or shall be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants, or agreements of this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or 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 partiesLoan Documents.

Liability of Agents. None No Agent nor any of the Agents, their respective affiliates and nor any of their respective directors, officers, agents and employees shall be liable for any action taken or not taken by it or any of them in connection herewith (i) with the consent or at the request of the Required Lenders Interest Holders (or such different number of Lenders Purchasers or other Persons as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct; provided that the provisions . No Agent nor any of this sentence are for the sole benefit its respective Affiliates nor any of the Agents, their affiliates and their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their its respective directors, officers, agents and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing other Financing Document or any issuance of a Letter of Credit hereunderthe Notes; (ii) the performance or observance of any of the covenants or agreements of the BorrowerIssuer or the Guarantor in any Financing Document or Other Transaction Document, provided, however, that the Administrative Agent shall give prompt notice to each Purchaser of any Default of which it receives actual notice in its capacity as Administrative Agent hereunder; (iii) the satisfaction of any condition specified in Article 3 except3, in the case of the Administrative Agent, except receipt of items required to be delivered to itany Agent; (iv) the value of any Collateral or effectiveness of any Collateral Document; or (ivv) the validity, effectiveness or genuineness of this Agreement, the Notes any Transaction Document or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or similar writing) reasonably 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 Agents. None of the AgentsAdministrative Agent, their its affiliates and their respective directors, officers, agents and employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Majority Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit of the Agents, their affiliates and their respective directors, officers, agents and employees and shall not release any Bank from liability it would otherwise have to the Borrower. None of the AgentsAdministrative Agent, their its affiliates and their respective directors, officers, agents and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. No The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or 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 the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Liability of Agents. None (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to the Lenders or the Issuing Bank or to any of them for any action taken or not omitted to be taken by it them pursuant to instructions received by them from the Applicable Lenders or in connection herewith (i) with reliance upon the consent or at advice of counsel selected by it. Without limiting the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees (A) shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or (B) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents, or (C) shall be responsible to any Lender or the Issuing Bank for the state or condition of any properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, or any information contained in the books or records of the Borrowers; or (D) shall be responsible to any Lender or the Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (E) shall be responsible to any Lender or the Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact,and shall not release any Bank from liability it would otherwise have be entitled to the Borroweradvice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents, their affiliates and Agents nor any of their respective directors, officers, employees, or agents and employees shall be responsible for or have any duty responsibility to ascertain, inquire into the Borrowers on account of the failure or verify delay in performance or breach by any Lender (iother than by any Agent in its capacity as a Lender) or the Issuing Bank of any statement, warranty or representation made in connection with of their respective obligations under this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument of the Loan Documents or writing furnished in connection herewith. No Agent herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statement affidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Applicable Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in this Agreement with reference taking or failing to take 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 partiesaction.

Liability of Agents. None (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Bank, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to the Lenders or the Issuing Bank or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Bank or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to the Lenders or the Issuing Bank or to any of them for any action taken or not omitted to be taken by it them pursuant to instructions received by them from the Applicable Lenders or in connection herewith (i) with reliance upon the consent or at advice of counsel selected by it. Without limiting the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees (A) shall be responsible to any Lender or the Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or (B) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents, or (C) shall be responsible to any Lender or the Issuing Bank for the state or condition of any properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, or any information contained in the books or records of the Borrowers; or (D) shall be responsible to any Lender or the Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (E) shall be responsible to any Lender or the Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall not release any Bank from liability it would otherwise have be entitled to the Borroweradvice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents, their affiliates and Agents nor any of their respective directors, officers, employees, or agents and employees shall be responsible for or have any duty responsibility to ascertain, inquire into the Borrowers on account of the failure or verify delay in performance or breach by any Lender (iother than by any Agent in its capacity as a Lender) or the Issuing Bank of any statement, warranty or representation made in connection with of their respective obligations under this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument of the Loan Documents or writing furnished in connection herewith. No Agent herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statement affidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Applicable Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in this Agreement with reference taking or failing to take 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 partiesaction.

Liability of Agents. None (a) Each of the Agents, when acting on behalf of the Lenders and the Issuing Banks, may execute any of its respective duties under this Agreement by or through any of its respective officers, agents and employees, and none of the Agents nor their affiliates respective directors, officers, agents or employees shall be liable to the Lenders or the Issuing Banks or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or the Issuing Banks or to any of them for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such Agent’s own gross negligence or willful misconduct. The Agents and their respective directors, officers, agents and employees shall in no event be liable to the Lenders or the Issuing Banks or to any of them for any action taken or not omitted to be taken by it in connection herewith (i) with the consent or at the request of them pursuant to instructions received by them from the Required Lenders (or such different number in reliance upon the advice of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in counsel selected by it. Without limiting the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit foregoing, none of the Agents, their affiliates and nor any of their respective directors, officers, employees, or agents and employees (A) shall be responsible to any Lender or any Issuing Bank for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation in, this Agreement, any Loan Document or any related agreement, document or order, or (B) shall be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any of the Loan Documents, or (C) shall be responsible to any Lender or any Issuing Bank for the state or condition of any properties of the Borrowers or any other obligor hereunder constituting Collateral for the Obligations of the Borrowers hereunder, or any information contained in the books or records of the Borrowers; or (D) shall be responsible to any Lender or any Issuing Bank for the validity, enforceability, collectibility, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (E) shall be responsible to any Lender or any Issuing Bank for the validity, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral. (b) The Agents may execute any of their duties under this Agreement or any other Loan Document by or through their agents or attorneys-in-fact, and shall not release any Bank from liability it would otherwise have be entitled to the Borroweradvice of counsel concerning all matters pertaining to their rights and duties hereunder or under the Loan Documents. The Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care. (c) None of the Agents, their affiliates and Agents nor any of their respective directors, officers, employees, or agents and employees shall be responsible for or have any duty responsibility to ascertain, inquire into the Borrowers on account of the failure or verify delay in performance or breach by any Lender (iother than by any Agent in its capacity as a Lender) or any statement, warranty or representation made in connection with Issuing Bank of any of their respective obligations under this Agreement or any borrowing or any issuance of a Letter of Credit 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, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument of the Loan Documents or writing furnished in connection herewith. No Agent herewith or therewith. (d) The Agents shall incur any liability by acting be entitled to rely, and shall be fully protected in reliance relying, upon any notice, consent, certificate, statement affidavit, or other document or writing believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon the advice and statements of legal counsel (including, without, limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense which may be a bank wire, telex, facsimile or similar writing) believed incurred by it to be genuine or to be signed them by the proper party or parties. Without limiting the generality reason of the foregoing, the use of the term “agent” in this Agreement with reference taking or failing to take 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 partiesaction.

Liability of Agents. None of the Agents, their affiliates and their respective directors, officers, agents and employees (a) No Agent-Related Person shall be (i) liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, non-appealable judgment by a court of competent jurisdiction), (ii) liable for any action taken or not taken by it in connection herewith (iA) with the consent or at the request of the Required Lenders (or such different other number or percentage of the Lenders as any provision hereof expressly requires for such consent shall be necessary, or requestas the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (iiB) in the absence of its own gross negligence or willful misconduct; provided that misconduct as determined by the provisions final, non-appealable judgment of this sentence are for the sole benefit a court of the Agentscompetent jurisdiction, their affiliates and their respective directors, officers, agents and employees and in (b) The Administrative Agent shall not release any Bank from liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) take any statementdiscretionary action or exercise any discretionary powers, warranty except discretionary rights and powers expressly contemplated hereby or representation made by the other Loan Documents that such Agent is required to exercise as directed in connection with this Agreement writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that no Agent shall be required to take any borrowing action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any issuance of a Letter of Credit hereunderLoan Document or applicable Law; and (ii) to disclose, except as expressly set forth herein and in the performance other Loan Documents, and shall not be liable for the failure to disclose, any information relating to Holdings or observance of any of the covenants its Affiliates that is communicated to or agreements of the Borrower; (iii) the satisfaction of obtained by any condition specified in Article 3 except, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes Person serving as an Agent or any other instrument or writing furnished of its Affiliates in connection herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or 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 partiescapacity.