Common use of Liability of the Administrative Agent Clause in Contracts

Liability of the Administrative Agent. No Agent-Related Person shall (a) be liable to any Lender 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, as determined by the final nonappealable 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 or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender 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 other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Liability of the Administrative Agent. No None of the Administrative Agent or any Agent-Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by any of it or them under or in connection with this Agreement or any and the other Loan Document or the transactions contemplated hereby (Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as determined by such until the final nonappealable judgment of Administrative Agent receives an executed Assignment Agreement entered into between a court of competent jurisdiction, in connection with its duties expressly set forth herein), or Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) be responsible in any manner to any Lender or Participant may consult with legal counsel (including counsel for any recitalBorrower), statement, representation independent public accountants and other experts or warranty made consultants selected by it; (c) shall not be liable for any Loan Party action taken or any officer thereof, contained herein or omitted to be taken in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received good faith by the Administrative Agent under in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with, with this Agreement or any the other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Documents; (e) shall not have any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or Participant duty to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, obligations, covenants or conditions ofof this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan DocumentDocument or other support or security (including the validity, priority or perfection of any Lien), or to inspect any other document furnished in connection with any of the properties, books foregoing; and (g) shall incur no liability under or records in respect of any Loan Party this Agreement or any Affiliate thereof. The Administrative Agent shall not be responsible other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether other document which the Administrative Agent has believes in good faith to be genuine and correct and to have been advised of signed, sent or made by the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesproper Person.

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall (a) be liable to any Lender for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with its duties expressly set forth herein), any Transaction Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Transaction Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or condition specified in any other Loan Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party perfected thereby or any other party instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Event of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. 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, facsimile or electronic transmission or similar writing) believed by it to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or Participant to ascertain genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstancesreturn to such Lender any such erroneous payments received by them).

Liability of the Administrative Agent. No Agent-Related Person shall (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective directors, officers, agents, or employees shall be liable to the Lenders or any Lender of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, neither the Administrative Agent nor any of them under its respective directors, officers, employees, or in connection with this Agreement or agents shall be responsible to any of the Lenders for the due execution (other Loan Document or the transactions contemplated hereby (except for than its own gross negligence or willful misconduct, as determined by the final nonappealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth hereinown), validity, genuineness, effectiveness, sufficiency, or (b) be responsible in any manner to any Lender enforceability of, or Participant for any recital, statement, warranty, or representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for Person in, or received by for the Administrative Agent under or in connection withperfection of any security interest contemplated by, this Agreement or any other Loan Documentrelated agreement, document or order, or for the validitydesignation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, effectivenessor shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, genuinenessconditions, enforceability covenants, or sufficiency agreements of this Agreement or any other Loan Document, related agreement or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender 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 other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever document. (including, but not limited to, loss of profitb) irrespective of whether Neither the Administrative Agent has been advised nor any of its respective directors, officers, employees, or agents shall have any responsibility to the Borrower on account of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in performance or breach by any of the performance Lenders or the Borrower of its any of their respective obligations hereunder arising out of under this Agreement or caused bythe Notes or any related agreement or document or in connection herewith or therewith. (c) The Administrative Agent in such capacities hereunder, directly shall be entitled to rely on any communication, instrument, or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war document reasonably believed by it to be genuine or terrorism, civil correct and to have been signed or military disturbances, nuclear sent by a Person or natural catastrophes Persons believed by it to be the proper Person or acts of God, future changes in applicable law or regulationPersons, and interruptionsit shall be entitled to rely on advice of legal counsel, loss or malfunctions of utilitiesindependent public accountants, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesother professional advisers and experts selected by it.

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall (a) be liable to any Lender for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with its duties expressly set forth herein), any Transaction Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Transaction Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or condition specified in any other Loan Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party perfected thereby or any other party instrument or writing furnished in connection therewith; (e) the existence or non- existence of any Event of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. 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, facsimile or electronic transmission or similar writing) believed by it to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or Participant to ascertain genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstancesreturn to such Lender any such erroneous payments received by them).

Liability of the Administrative Agent. No Agent-Related Person shall (a) Neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable to any Lender for any action lawfully taken or omitted to be taken by any of them under it or such Person under, or in connection with with, this Agreement or any other Loan Fundamental Document or the transactions contemplated hereby (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct, as determined by the final nonappealable 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 or Participant of the Lenders for any recitalrecitals, statementstatements, representation representations or warranty warranties made by the Borrower or any other Loan Party or any officer thereof, thereof contained herein in this Agreement or in any other Loan Document, Fundamental Document or in any certificate, report, statement or other document referred to or provided for in, or received by by, the Administrative Agent under under, or in connection with, this Agreement or any other Loan DocumentFundamental Document or for the value, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or Fundamental Document for any failure of any Loan Party the Borrower or any other party to any Loan Document Party to perform its obligations hereunder or thereunder. No Agent-Related Person The Administrative Agent shall not be under any obligation to any Lender 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 other Loan Fundamental Document, or to inspect the properties, books or records of any Loan Party the Borrower or any Affiliate thereofother Loan Party. (b) 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 Loan Parties), independent accountants, and other experts selected by the Administrative Agent. The Administrative Agent shall not be responsible fully justified in failing or liable for special, indirect, punitive refusing to take any action under this Agreement or consequential loss any other Fundamental Document unless it shall first receive such advice or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised concurrence of the likelihood Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such loss or damage and regardless of the form of actionaction . In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the The Administrative Agent shall use reasonable efforts consistent in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Fundamental Documents in accordance with accepted practices in a request of the banking industry Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to resume performance as soon as practicable under act pursuant thereto shall be binding upon all the circumstancesLenders and all future holders of the Loans.

Liability of the Administrative Agent. No Agent-Related Person shall (a) Neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable to any Lender for any action lawfully taken or omitted to be taken by any of them under it or such Person under, or in connection with with, this Agreement or any other Loan Fundamental Document or the transactions contemplated hereby (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct, as determined by the final nonappealable 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 or Participant of the Lenders for any recitalrecitals, statementstatements, representation representations or warranty warranties made by the Borrower, any Loan Party Subsidiary Borrower or any officer thereof, thereof contained herein in this Agreement or in any other Loan Document, Fundamental Document or in any certificate, report, statement or other document referred to or provided for in, or received by by, the Administrative Agent under under, or in connection with, this Agreement or any other Loan DocumentFundamental Document or for the value, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or Fundamental Document for any failure of the Borrower and any Loan Party or any other party to any Loan Document Subsidiary Borrower to perform its obligations hereunder or thereunder. No Agent-Related Person The Administrative Agent shall not be under any obligation to any Lender 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 other Loan Fundamental Document, or to inspect the properties, books or records of the Borrower of any Loan Party Subsidiary Borrower. (b) 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 or any Affiliate thereofSubsidiary Borrower), independent accountants, and other experts selected by the Administrative Agent. The Administrative Agent shall not be responsible fully justified in failing or liable for special, indirect, punitive refusing to take any action under this Agreement or consequential loss any other Fundamental Document unless it shall first receive such advice or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised concurrence of the likelihood Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such loss or damage and regardless of the form of actionaction . In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the The Administrative Agent shall use reasonable efforts consistent in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Fundamental Documents in accordance with accepted practices in a request of the banking industry Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to resume performance as soon as practicable under act pursuant thereto shall be binding upon all the circumstancesLenders and all future holders of the Loans.

Liability of the Administrative Agent. No Agent-Related Person shall (a) The Administrative Agent, when acting on behalf of the Lenders, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its officers, agents or employees and neither the Administrative Agent nor its officers, agents or employees shall be liable to the Lenders or any Lender of them for any action taken or omitted to be taken in good faith, nor be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. The Administrative Agent and its respective directors, officers, agents, and employees shall in no event be liable to the Lenders or to any of them for any action taken or omitted to be taken by any of them under it pursuant to instructions received by it from the Required Lenders or in connection reliance upon the advice of counsel selected by it with this Agreement or any other Loan Document or reasonable care. Without limiting the transactions contemplated hereby (except for its own gross negligence or willful misconductforegoing, as determined by the final nonappealable 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 or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by neither the Administrative Agent under or in connection withnor any of its respective directors, this Agreement or any other Loan Documentofficers, employees, or agents shall be responsible to any of the Lenders for the due execution, validity, genuineness, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Documentsufficiency, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documentsenforceability of, or for any failure statement, warranty, or representation in, or for the perfection of any Loan Party security interest contemplated by, this Credit Agreement, any other Fundamental Document or any other party to related agreement, document or order, or for freedom of any Loan Document to perform its obligations hereunder of the Collateral or thereunder. No Agent-Related Person any of the Pledged Securities from prior Liens or security interests, or shall be under any obligation to any Lender or Participant required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrower or performance any other Credit Party of any of the agreements contained interms, conditions, covenants, or conditions ofagreements of this Credit Agreement, this Agreement any other Fundamental Document, or any related agreement or document. (b) Neither the Administrative Agent (in its capacity as agent for the Lenders), nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower or any other Loan Document, or to inspect the properties, books or records of any Loan Credit Party or any Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised on account of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in performance or breach by any of the performance Lenders (other than JPMorgan Chase Bank, N. A.) of any of such Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower or any other Credit Party on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. (c) The Administrative Agent, in its capacity as agent for the Lenders hereunder arising out of shall be entitled to rely on any communication, instrument or caused by, directly document believed by it to be genuine or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war correct and to have been signed or terrorism, civil sent by a Person or military disturbances, nuclear Persons believed by it to be the proper Person or natural catastrophes or acts of God, future changes in applicable law or regulationPersons, and interruptionsit shall be entitled to rely on advice of legal counsel, loss or malfunctions of utilitiesindependent public accountants, communications or computer (software and hardware) services; other professional advisers and experts selected by it being understood that the Administrative Agent shall use with reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancescare.

Liability of the Administrative Agent. No Agent-Related Person shall (a) The Administrative Agent, when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor its directors, officers, agents or employees shall be liable to the Lenders or any Lender of them for any action taken or omitted to be taken in good faith, nor be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The Administrative Agent and its directors, officers, agents, and employees shall in no event be liable to the Lenders or to any of them for any action taken or omitted to be taken by any of them under it pursuant to instructions received by it from the Required Lenders or in connection reliance upon the advice of counsel selected by it with this Agreement or any other Loan Document or reasonable care. Without limiting the transactions contemplated hereby (except for its own gross negligence or willful misconductforegoing, as determined by the final nonappealable 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 or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by neither the Administrative Agent under or in connection withnor any of its directors, this Agreement or any other Loan Documentofficers, employees, or agents shall be responsible to any of the Lenders for the due execution, validity, genuineness, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Documentsufficiency, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documentsenforceability of, or for any failure statement, warranty, or representation in, or for the perfection of any Loan Party security interest contemplated by, the Fundamental Documents or any other party to related agreement, document or order, or for freedom of any Loan Document to perform its obligations hereunder of the Collateral or thereunder. No Agent-Related Person any of the Pledged Collateral from prior Liens or security interests, or shall be under any obligation to any Lender or Participant required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrower or performance any other Credit Party of any of the agreements contained interms, conditions, covenants, or conditions ofagreements of the Fundamental Documents or any related agreement or document. (b) Neither the Administrative Agent (in its capacity as agent for the Lenders) nor any of its directors, this Agreement officers, employees or agents shall have any responsibility to the Borrower or any other Loan Document, or to inspect the properties, books or records of any Loan Credit Party or any Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised on account of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in performance or breach by any of the performance Lenders (other than JPMorgan Chase Bank, N.A.) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower or any other Credit Party on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations hereunder arising out of under the Fundamental Documents or caused byany related agreement or document or in connection herewith or therewith. (c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, directly instrument or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war document believed by it to be genuine or terrorism, civil correct and to have been signed or military disturbances, nuclear sent by a Person or natural catastrophes Persons believed by it to be the proper Person or acts of God, future changes in applicable law or regulationPersons, and interruptionsit shall be entitled to rely on advice of legal counsel, loss or malfunctions of utilitiesindependent public accountants, communications or computer (software and hardware) services; other professional advisers and experts selected by it being understood that the Administrative Agent shall use with reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancescare.

Liability of the Administrative Agent. No Agent-Related Person shall (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its directors, officers, agents, or employees shall be liable to the Lenders or any Lender of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the Administrative Agent nor its directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, neither the Administrative Agent nor its respective directors, officers, employees, or agents shall be responsible to any of them under or in connection with this Agreement or any the Lenders for the due execution (other Loan Document or the transactions contemplated hereby (except for than its own gross negligence or willful misconduct, as determined by the final nonappealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth hereinown), validity, genuineness, effectiveness, sufficiency, or (b) be responsible in any manner to any Lender enforceability of, or Participant for any recital, statement, warranty, or representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for Person in, or received by for the Administrative Agent under or in connection withperfection of any security interest contemplated by, this Agreement or any other Loan Documentrelated agreement, document or order or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants, or the validity, effectiveness, genuineness, enforceability or sufficiency agreements of this Agreement or any other Loan Documentrelated agreement or document. (b) Neither the Administrative Agent nor its respective directors, officers, employees, or the perfection or priority of agents shall have any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as responsibility to the observance Borrower on account of the failure or delay in performance or breach by any of the Lenders or the Borrower of any of the agreements contained in, or conditions of, their respective obligations under this Agreement or any other Loan Documentrelated agreement or document or in connection herewith or therewith. (c) The Administrative Agent, in its capacity as such hereunder, shall be entitled to rely on any communication, instrument, or document reasonably believed by it to inspect be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the properties, books proper Person or records of any Loan Party or any Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulationPersons, and interruptionsit shall be entitled to rely on advice of legal counsel, loss or malfunctions of utilitiesindependent public accountants, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesother professional advisers and experts selected by it.

Liability of the Administrative Agent. No Agent-Related Agent‑Related Person shall (a) be liable to any Lender 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, as determined by the final nonappealable 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 or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Agent‑Related Person shall be under any obligation to any Lender 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 other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents or employees shall (a) be liable to any Lender for any action taken or omitted to be taken by any of it or them under or in connection with this Agreement or any other Loan Document or and the transactions contemplated hereby (Related Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat any Lender as determined by such until the final nonappealable judgment of Administrative Agent receives an executed Assignment Agreement entered into between a court of competent jurisdiction, in connection with its duties expressly set forth herein), or Lender and an Eligible Assignee pursuant to Section 14.1; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be responsible in any manner to any Lender or Participant liable for any recital, statement, representation action taken or warranty made by any Loan Party or any officer thereof, contained herein or omitted to be taken in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received good faith by the Administrative Agent under in accordance with the advice of counsel, accountants, consultants or experts; (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with, with this Agreement or the Related Documents; (e) shall not have any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or Participant duty to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, obligations, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Related Document, any Collateral or other support or security, or conditions of, any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any Related Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether document which the Administrative Agent has believes in good faith to be genuine and correct and to have been advised of signed, sent or made by the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesproper Person.

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall (a) be liable to any Lender for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable non-appealable judgment of a court of competent jurisdiction. Neither the 52 US-DOCS\137537506.9 Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with its duties expressly set forth herein), any Transaction Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Transaction Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or condition specified in any other Loan Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party perfected thereby or any other party instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Event of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. 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, facsimile or electronic transmission or similar writing) believed by it to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or Participant to ascertain genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstancesreturn to such Lender any such erroneous payments received by them).