Common use of Liability of Agents Clause in Contracts

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “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 the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document or any New Indenture Document, or for any failure of any Obligor Party or any other party to any Credit Agreement Document or any New Indenture Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture Document, or to inspect the properties, books or records of any Obligor Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “"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 the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document or any New Indenture Document, or for any failure of any Obligor Party or any other party to any Credit Agreement Document or any New Indenture Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture Document, or to inspect the properties, books or records of any Obligor Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement other Loan Document or any New Indenture Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement other Loan Document or any New Indenture Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien or security interest created 193389590_5 or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into the utilization of any L/C Issuer’s L/C Commitment (it being understood and agreed that each L/C Issuer shall monitor compliance with its own L/C Commitment without any further action by the Administrative Agent).

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth hereinherein or in any other Loan Document), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Party Loan Party, any Guarantor or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement other Loan Document or to any New Indenture Documentrepresentation or warranty regarding the existence, value or collectability of any Collateral, the existence, priority or perfection of the Administrative Agent’s Lien on any Collateral or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Secured Parties for any failure to monitor or maintain any portion of the Collateral or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral any Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 bad faith, gross negligence or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof. The Administrative Agent shall not (i) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (ii) have any liability with respect to or arising out of any assignment or participation of Loans and Commitments, or disclosure of Information, to any Disqualified Institution. The Borrowers acknowledge and agree that, subject to Section 11.08, the DQ List may be made available to any Lender by the Administrative Agent (including any updates thereto) upon request by such Lender.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) Person shall (a) be liable to any Lender for any action (including any action for the purposes of the PPS Law) 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 negligence, willful misconduct or bad faith, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), ) or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral any Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or for the creation, perfection or priority of any New Indenture Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Party Loan Party, any Guarantor or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.. Table of Contents

Liability of Agents. Neither None of the Collateral Agent nor any of its Affiliates (any such person, an “Agent-Related Person”) Persons 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 its duties expressly set forth herein), ) or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any Subsidiary or Affiliate thereof, or any officer thereof, contained herein in this Agreement or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the existence, creation, validity, attachment, perfection, enforceability, value or sufficiency of any collateral security for the Obligations or for any failure of any Obligor Party the Company or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereofof their respective Subsidiaries or Affiliates.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 its duties expressly set forth herein), to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction) or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, as to the use of the proceeds of the Loan or as to the existence or possible existence of any Event of Default or Default, to make any disclosures with respect to the foregoing or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) Person shall (ai) 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 bad faith, gross negligence or willful misconduct misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (bii) be responsible in any manner to any Lender Party or any Note Party or participant Participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement other Loan Document or any New Indenture Documentthe transactions contemplated hereby or thereby, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any Credit Agreement other Loan Document or any New Indenture Documentthe transactions contemplated hereby or thereby, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement other Loan Document or any New Indenture Document, agreements related to the Transactions or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement other Loan Document or any New Indenture Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement other Loan Document or any New Indenture Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender or any L/C Issuer as a result of, any determination of the Revolving Credit Exposure, any of the component amounts thereof or any portion thereof attributable to each Lender or L/C Issuer, or any Spot Rate or Dollar Equivalent.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 Bridge Loan Document or the Exchange Note Indenture or the Exchange Notes or the transactions contemplated hereby (except for its own gross negligence or willful misconduct misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant Participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement other Bridge Loan Document or any New the Exchange Note Indenture Documentor the Exchange Notes, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement other Bridge Loan Document or any New the Exchange Note Indenture Documentor the Exchange Notes, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement other Bridge Loan Document or any New the Exchange Note Indenture Documentor the Exchange Notes, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Bridge Loan Document or any New the Exchange Note Indenture Document or the Exchange Notes to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement other Bridge Loan Document or any New the Exchange Note Indenture Document, or to inspect the properties, books or records of any Obligor Party or any Affiliate thereofExchange Notes.

Liability of Agents. Neither any Agent, its respective ------------------- Affiliates, nor their respective officers, directors, employees, agents, or attorneys-in-fact (all of the Collateral Agent nor any of its Affiliates (any such person, an “foregoing being collectively referred to as the "Agent-Related Person”Persons") 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 the transactions contemplated hereby any other Loan Document (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender Party or any Note Party or participant of the Lenders for any recital, statement, representation or warranty made by any Obligor Party Borrower or any officer thereofits Affiliates or officers, contained herein in this Agreement or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral such Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Agreement, any Credit Agreement Document or any New Indenture other Loan Document, or for any failure of any Obligor Party Borrower or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder, or (c) be responsible for the enforceability of the Loan Documents. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Party Borrower or any Affiliate Affiliates thereof. Each Agent agrees to promptly furnish to each Lender copies of all financial statements and other certificates, reports, papers, documents or notices received by it hereunder in its capacity as an Agent.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 bad faith, gross negligence or willful misconduct in connection with its duties expressly set forth herein), to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction) or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No AgentAgent RelatedAgent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by the Borrower or any Obligor Party Subsidiary or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture Lien or security interest created or purported to be created under any Loan Document, or for any failure of the Borrower or any Obligor Party Subsidiary or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of the Borrower or any Obligor Party Subsidiary or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 its duties expressly set forth herein)hereby, or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor a Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or for any failure of any Obligor a Loan Party or any other party (other than Agent) to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder, except, in each case an Agent-Related Person may be liable for any liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of the Lenders that resulted from the gross negligence or willful misconduct of such Agent-Related Person, as determined by a court of competent jurisdiction in a final and non-appealable judgment. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor a Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 bad faith, gross negligence or willful misconduct in connection with its duties expressly set forth herein), to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction) or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person assumes any responsibility for any failure or delay in performance or any breach by any Lender or other Secured Party of any obligations under the Loan Documents. No Agent-Related Person makes any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral or Loan Documents. No Agent Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the existence of any Default or Event of Default, observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “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 the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Party or any officer thereof, contained herein or in any Credit Loan Agreement Document or any New Indenture Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any Credit Loan Agreement Document or any New Indenture Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Loan Agreement Document or any New Indenture Document, or for any failure of any Obligor Party or any other party to any Credit Loan Agreement Document or any New Indenture Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Loan Agreement Document or any New Indenture Document, or to inspect the properties, books or records of any Obligor Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant Participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the value, sufficiency, creation, perfection or priority of any New Indenture DocumentLien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the (i) observance or performance of any of the covenants or agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereofthereof or (ii) financial condition of the Borrower or any Guarantor or of any of the Borrower’s or any Guarantor’s respective Subsidiaries.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Loan Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral any Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.

Liability of Agents. Neither the Collateral Agent nor any of its Affiliates (any such person, an “No Agent-Related Person”) 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 misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Party Loan Party, any Guarantor or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Administrative Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document other Loan Document, or the perfection or priority of any New Indenture DocumentLien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Obligor Loan Party or any other party to any Credit Agreement Document or any New Indenture Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the US-DOCS\79529473.13 agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture other Loan Document, or to inspect the properties, books or records of any Obligor Loan Party or any Affiliate thereof.