Common use of Limitation of Agent’s Liability Clause in Contracts

Limitation of Agent’s Liability. (a) Neither Agent nor any of its Affiliates, Representatives, successors or assigns will be liable for any action taken or omitted to be taken by it or them under the Loan Papers in good faith and believed by it or them to be within the discretion or power conferred upon it or them by the Loan Papers or be responsible for the consequences of any error of judgment (except for fraud, gross negligence or willful misconduct), and none of them has a fiduciary relationship with any Lender by virtue of the Loan Papers (but nothing in this Agreement negates the obligation of Agent to account for funds received by it for the account of any Lender). (b) Unless indemnified to its satisfaction, Agent may not be compelled to do any act under the Loan Papers or to take any action toward the execution or enforcement of the powers thereby created or to prosecute or defend any suit in respect of the Loan Papers. If Agent requests instructions from Lenders, or Required Lenders, as the case may be, with respect to any act or action in connection with any Loan Paper, Agent is entitled to refrain (without incurring any liability to any Person by so refraining) from that act or action unless and until it has received instructions. In no event, however, may Agent or any of its Representatives be required to take any action that it or they determine could incur for it or them criminal or onerous civil liability or that is contrary to any Loan Paper or applicable Law. Without limiting the generality of the foregoing, no Lender has any right of action against Agent as a result of Agent's acting or refraining from acting under this Agreement in accordance with instructions of Required Lenders, or, if unanimity is required, in accordance with instructions of all Lenders. (c) Agent is not responsible to any Lender or any Participant for, and each Lender represents and warrants that it has not relied upon Agent in respect of, (i) the creditworthiness of any Company and the risks involved to that Lender, (ii) the effectiveness, enforceability, genuineness, validity or due execution of any Loan Paper (other than by Agent), (iii) any representation, warranty, document, certificate, report or statement made therein (other than by Agent) or furnished thereunder or in connection therewith, (iv) the adequacy of any collateral now or hereafter securing the Obligation or the existence, priority or perfection of any Lien now or hereafter granted or purported to be granted on the collateral under any Loan Paper, or (v) the observance of or compliance with any of the terms, covenants or conditions of any Loan Paper on the part of any Company. Each Lender Agrees To Indemnify Agent And Its Affiliates And Representatives And Successors And Assigns And Hold Them Harmless From And Against (But Limited To Such Lender's Pro Rata Part Of) Any And All Liabilities, Obligations, Losses, Damages, Penalties, Actions, Judgments, Suits, Costs, Reasonable Expenses And Reasonable Disbursements Of Any Kind Or Nature Whatsoever That May Be Imposed On, Asserted Against, Or Incurred By Them In Any Way Relating To Or Arising Out Of The Loan Papers Or Any Action Taken Or Omitted By Them Under The Loan Papers If Agent And Its Representatives Are Not Reimbursed For Such Amounts By Any Company. Although Agent And Its Representatives Have The Right To Be Indemnified Under This Agreement For Its Or Their Own Ordinary Negligence, Agent And Its Representatives Do Not Have The Right To Be Indemnified Under This Agreement For Its Or Their Own Fraud, Gross Negligence Or Willful Misconduct.

Limitation of Agent’s Liability. (ai) Neither Agent nor any of its Affiliates, Representatives, successors or assigns Representatives will be liable for any action taken or omitted to be taken by it or them under the Loan Papers Documents in good faith and believed by it or them to be within the discretion or power conferred upon it or them by the Loan Papers Documents or be responsible for the consequences of any error of judgment (except for fraud, gross negligence or willful misconduct), and none neither Agent nor any of them its Representatives has a fiduciary relationship with any Lender by virtue of the Loan Papers Documents (but nothing in this Agreement negates the obligation of Agent to account for funds received by it for the account of any Lender). (bii) Unless indemnified to its satisfaction, Agent may not be compelled to do any act under the Loan Papers Documents or to take any action toward the execution or enforcement of the powers thereby created or to prosecute or defend any suit in respect of the Loan PapersDocuments. If Agent requests instructions from Lenders, or Required Lenders, as the case may be, with respect to any act or action in connection with any Loan PaperDocument, Agent is entitled to refrain (without incurring any liability to any Person by so refraining) from that act or action unless and until it has received instructions. In no event, however, may Agent or any of its Representatives be required to take any action that it or they determine could incur for it or them criminal or onerous civil liability or that is contrary to any Loan Paper or applicable Lawliability. Without limiting the generality of the foregoing, no Lender has any right of action against Agent as a result of Agent's acting or refraining from acting under this Agreement in accordance with instructions of Required Lenders, or, if unanimity is required, in accordance with instructions of all Lenders. (ciii) Agent is not responsible to any Lender or any Participant for, and each Lender represents and warrants that it has not relied upon Agent in respect of, (i) the creditworthiness of any Company Borrower and the risks involved to that Lender, (ii) the effectiveness, enforceability, genuineness, validity or due execution of any Loan Paper Document (other than by Agent), (iii) any representation, warranty, document, certificate, report or statement made therein (other than by Agent) or furnished thereunder or in connection therewith, (iv) the adequacy of any collateral now or hereafter securing the Obligation Obligations or the existence, priority or perfection of any Lien now or hereafter granted or purported to be granted on the collateral under any Loan PaperDocument, or (v) the observance of or compliance with any of the terms, covenants or conditions of any Loan Paper Document on the part of any CompanyBorrower. Each Lender Agrees To Indemnify Agent And Its Affiliates And Representatives And Successors And Assigns And Hold Them Harmless From And Against EACH LENDER AGREES TO INDEMNIFY AGENT AND ITS REPRESENTATIVES AND HOLD THEM HARMLESS FROM AND AGAINST (But Limited To Such Lender's Pro Rata Part OfBUT LIMITED TO SUCH LENDER'S PRO RATA PART OF) Any And All LiabilitiesANY AND ALL LIABILITIES, ObligationsOBLIGATIONS, LossesLOSSES, DamagesDAMAGES, PenaltiesPENALTIES, ActionsACTIONS, JudgmentsJUDGMENTS, SuitsSUITS, CostsCOSTS, Reasonable Expenses And Reasonable Disbursements Of Any Kind Or Nature Whatsoever That May Be Imposed OnREASONABLE EXPENSES AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, Asserted AgainstASSERTED AGAINST, Or Incurred By Them In Any Way Relating To Or Arising Out Of The Loan Papers Or Any Action Taken Or Omitted By Them Under The Loan Papers If Agent And Its Representatives Are Not Reimbursed For Such Amounts By Any CompanyOR INCURRED BY THEM IN ANY WAY RELATING TO OR ARISING OUT OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER THE LOAN DOCUMENTS IF AGENT AND ITS REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH AMOUNTS BY BORROWER. Although Agent And Its Representatives Have The Right To Be Indemnified Under This Agreement For Its Or Their Own Ordinary NegligenceALTHOUGH AGENT AND ITS REPRESENTATIVES HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN ORDINARY NEGLIGENCE, Agent And Its Representatives Do Not Have The Right To Be Indemnified Under This Agreement For Its Or Their Own FraudAGENT AND ITS REPRESENTATIVES DO NOT HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN FRAUD, Gross Negligence Or Willful MisconductGROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Limitation of Agent’s Liability. (a) Neither Agent nor any of its Affiliates, Representatives, successors or assigns will be liable for any action taken or omitted to be taken by it or them under the Loan Papers in good faith and believed by it or them to be within the discretion or power conferred upon it or them by the Loan Papers or be responsible for the consequences of any error of judgment (except for fraud, gross negligence or willful misconduct), and none of them has a fiduciary relationship with any Lender by virtue of the Loan Papers (but nothing in this Agreement negates the obligation of Agent to account for funds received by it for the account of any Lender).the (b) Unless indemnified to its satisfaction, Agent may not be compelled to do any act under the Loan Papers or to take any action toward the execution or enforcement of the powers thereby created or to prosecute or defend any suit in respect of the Loan Papers. If Agent requests instructions from Lenders, or Required Lenders, as the case may be, with respect to any act or action in connection with any Loan Paper, Agent is entitled to refrain (without incurring any liability to any Person by so refraining) from that act or action unless and until it has received instructions. In no event, however, may Agent or any of its Representatives be required to take any action that it or they determine could incur for it or them criminal or onerous civil liability or that is contrary to any Loan Paper or applicable Law. Without limiting the generality of the foregoing, no Lender has any right of action against Agent as a result of Agent's acting or refraining from acting under this Agreement in accordance with instructions of Required Lenders, or, if unanimity is required, in accordance with instructions Lenders (or of all Lenders, if instructions from all Lenders is specifically required by the terms of the Loan Papers). (c) Agent is not responsible to any Lender or any Participant for, and each Lender represents and warrants that it has not relied upon Agent in respect of, (i) the creditworthiness of any Company and the risks involved to that Lender, (ii) the effectiveness, enforceability, genuineness, validity or due execution of any Loan Paper (other than by Agent), (iii) any representation, warranty, document, certificate, report or statement made therein (other than by Agent) or furnished thereunder or in connection therewith, (iv) the adequacy of any Collateral or other collateral now or hereafter ever securing the Obligation or the existence, priority or perfection of any Lien now or hereafter ever granted or purported to be granted on the any collateral under any Loan Paper, or (v) the observance of or compliance with any of the terms, covenants or conditions of any Loan Paper on the part of any Company. Each Lender Agrees To Indemnify Agent And Its Affiliates And Representatives And Successors And Assigns And Hold Them Harmless From And Against and against (But Limited To Such but limited to such Lender's Pro Rata Part Ofof) Any And All Liabilitiesany and all liabilities, Obligationsobligations, Losseslosses, Damagesdamages, Penaltiespenalties, Actionsactions, Judgmentsjudgments, Suitssuits, Costscosts, Reasonable Expenses And Reasonable Disbursements Of Any Kind Or Nature Whatsoever That May Be Imposed Onreasonable expenses and reasonable disbursements of any kind or nature whatsoever that may be imposed on, Asserted Againstasserted against, Or Incurred By Them In Any Way Relating To Or Arising Out Of The or incurred by them in any way relating to or arising out of the Loan Papers Or Any Action Taken Or Omitted By Them Under The or any action taken or omitted by them under the Loan Papers If if Agent And Its and its Representatives Are Not Reimbursed For Such Amounts By Any are not reimbursed for such amounts by any Company. Although Agent And Its and its Representatives Have The Right To Be Indemnified Under This have the right to be indemnified under this Agreement For Its Or Their Own Ordinary Negligencefor its or their own ordinary negligence, Agent And Its and its Representatives Do Not Have The Right To Be Indemnified Under This do not have the right to be indemnified under this Agreement For Its Or Their Own Fraudfor its or their own fraud, Gross Negligence Or Willful Misconductgross negligence or willful misconduct.

Limitation of Agent’s Liability. (a) a. Neither Agent nor any of its Affiliates, Representatives, successors or assigns representatives will be liable for any action taken or omitted to be taken by it or them under the Loan Papers in good faith and believed by it or them to be within the discretion or power conferred upon it or them by the Loan Papers or be responsible for the consequences of any error of judgment (except for fraud, gross negligence negligence, or willful misconduct), and none neither Agent nor any of them its representatives has a fiduciary relationship with any Lender by virtue of the Loan Papers (but nothing in this Agreement negates the obligation of Agent to account for funds received by it for the account of any Lender). (b) b. Unless indemnified to its satisfactionsatisfaction against loss, cost, liability, and expense, Agent may not be compelled to do any act under the Loan Papers or to take any action toward the execution or enforcement of the powers thereby created or to prosecute or defend any suit in respect of the Loan Papers. If Agent requests instructions from Lenders, or Required Determining Lenders, as the case may be, with respect to any act or action in connection with any Loan Paper, Agent is entitled to refrain (without incurring any liability to any Person by so refraining) from that act or action unless and until it has received instructions. In no event, however, may Agent or any of its Representatives representatives be required to take any action that it or they determine could incur for it or them criminal or onerous civil liability or that is contrary to any Loan Paper or applicable Lawliability. Without limiting the generality of the foregoing, no Lender has any right of action against Agent as a result of Agent's Agent acting or refraining from acting under this Agreement in accordance with instructions of Required Lenders, or, if unanimity is required, in accordance with instructions of all Determining Lenders. (c) c. Agent is not responsible to any Lender or any Participant for, and each Lender represents and warrants that it has not relied upon Agent in respect of, (i) the creditworthiness of any Company and the risks involved to that Lender, (ii) the effectiveness, enforceability, genuineness, validity validity, or the due execution of any Loan Paper (other than by Agent), (iii) any representation, warranty, document, certificate, report report, or statement made therein (other than by Agent) or furnished thereunder or in connection therewith, (iv) the adequacy of any collateral now or hereafter securing the Obligation or the existence, priority priority, or perfection of any Lien now or hereafter granted or purported to be granted on the collateral under any Loan Paper, or (v) the observance observation of or compliance with any of the terms, covenants covenants, or conditions of any Loan Paper on the part of any Company. Each Lender Agrees To Indemnify Agent And Its Affiliates And Representatives And Successors And Assigns And Hold Them Harmless From And Against EACH LENDER AGREES TO INDEMNIFY AGENT AND ITS REPRESENTATIVES AND HOLD THEM HARMLESS FROM AND AGAINST (But Limited To Such Lender's Pro Rata Part OfBUT LIMITED TO SUCH LENDER'S COMMITMENT PERCENTAGES OF) Any And All LiabilitiesANY AND ALL LIABILITIES, ObligationsOBLIGATIONS, LossesLOSSES, DamagesDAMAGES, PenaltiesPENALTIES, ActionsACTIONS, JudgmentsJUDGMENTS, SuitsSUITS, CostsCOSTS, Reasonable Expenses And Reasonable Disbursements Of Any Kind Or Nature Whatsoever That May Be Imposed OnREASONABLE EXPENSES, Asserted AgainstAND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, Or Incurred By Them In Any Way Relating To Or Arising Out Of The Loan Papers Or Any Action Taken Or Omitted By Them Under The Loan Papers If Agent And Its Representatives Are Not Reimbursed For Such Amounts By Any CompanyASSERTED AGAINST, OR INCURRED BY THEM IN ANY WAY RELATING TO OR ARISING OUT OF THE LOAN PAPERS OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER THE LOAN PAPERS IF AGENT AND ITS REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH AMOUNTS BY ANY COMPANY. Although Agent And Its Representatives Have The Right To Be Indemnified Under This Agreement For Its Or Their Own Ordinary NegligenceALTHOUGH AGENT AND ITS REPRESENTATIVES HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN ORDINARY NEGLIGENCE, Agent And Its Representatives Do Not Have The Right To Be Indemnified Under This Agreement For Its Or Their Own FraudAGENT AND ITS REPRESENTATIVES DO NOT HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN FRAUD, Gross Negligence Or Willful MisconductGROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

Limitation of Agent’s Liability. (a) Neither Agent nor any of its Affiliates, Representatives, successors or assigns Representatives will be liable for any action taken or omitted to be taken by it or them under the Loan Papers in good faith and believed by it or them to be within the discretion or power conferred upon it or them by the Loan Papers or be responsible for the consequences of any error of judgment (except for fraud, gross negligence or willful misconduct), and none neither Agent nor any of them its Representatives has a fiduciary relationship with any Lender by virtue of the Loan Papers (but nothing in this Agreement negates the obligation of Agent to account for funds received by it for the account of any Lender). (b) Unless indemnified to its satisfaction, Agent may not be compelled to do any act under the Loan Papers or to take any action toward the execution or enforcement of the powers thereby created or to prosecute or defend any suit in respect of the Loan Papers. If Agent requests instructions from Lenders, or Required Majority Lenders, as the case may be, with respect to any act or action in connection with any Loan Paper, Agent is entitled to refrain (without incurring any liability to any Person by so refraining) from that act or action unless and until it has received instructions. In no event, however, may Agent or any of its Representatives be required to take any action that it or they determine could incur for it or them criminal or onerous civil liability or that is contrary to any Loan Paper or applicable Lawliability. Without limiting the generality of the foregoing, no Lender has any right of action against Agent as a result of Agent's acting or refraining from acting under this Agreement in accordance with instructions of Required Majority Lenders, or, if unanimity is required, in accordance with instructions of all Lenders. (c) Agent is not responsible to any Lender or any Participant for, and each Lender represents and warrants that it has not relied upon Agent in respect of, (i) the creditworthiness of any Company and the risks involved to that Lender, (ii) the effectiveness, enforceability, genuineness, validity or due execution of any Loan Paper (other than by Agent), (iii) any representation, warranty, document, certificate, report or statement made therein (other than by Agent) or furnished thereunder or in connection therewith, (iv) the adequacy of any collateral now or hereafter securing the Obligation or the existence, priority or perfection of any Lien now or hereafter granted or purported to be granted on the collateral under any Loan Paper, or (v) the observance of or compliance with any of the terms, covenants or conditions of any Loan Paper on the part of any Company. Each Lender Agrees To Indemnify Agent And Its Affiliates And Representatives And Successors And Assigns And Hold Them Harmless From And Against EACH LENDER AGREES TO INDEMNIFY AGENT AND ITS REPRESENTATIVES AND HOLD THEM HARMLESS FROM AND AGAINST (But Limited To Such Lender's Pro Rata Part OfBUT LIMITED TO SUCH LENDER'S PRO RATA PART OF) Any And All LiabilitiesANY AND ALL LIABILITIES, ObligationsOBLIGATIONS, LossesLOSSES, DamagesDAMAGES, PenaltiesPENALTIES, ActionsACTIONS, JudgmentsJUDGMENTS, SuitsSUITS, CostsCOSTS, Reasonable Expenses And Reasonable Disbursements Of Any Kind Or Nature Whatsoever That May Be Imposed OnREASONABLE EXPENSES, Asserted AgainstAND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, Or Incurred By Them In Any Way Relating To Or Arising Out Of The Loan Papers Or Any Action Taken Or Omitted By Them Under The Loan Papers If Agent And Its Representatives Are Not Reimbursed For Such Amounts By Any CompanyASSERTED AGAINST, OR INCURRED BY THEM IN ANY WAY RELATING TO OR ARISING OUT OF THE LOAN PAPERS OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER THE LOAN PAPERS IF AGENT AND ITS REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH AMOUNTS BY ANY COMPANY. Although Agent And Its Representatives Have The Right To Be Indemnified Under This Agreement For Its Or Their Own Ordinary NegligenceALTHOUGH AGENT AND ITS REPRESENTATIVES HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN ORDINARY NEGLIGENCE, Agent And Its Representatives Do Not Have The Right To Be Indemnified Under This Agreement For Its Or Their Own FraudAGENT AND ITS REPRESENTATIVES DO NOT HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR ITS OR THEIR OWN FRAUD, Gross Negligence Or Willful MisconductGROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

Limitation of Agent’s Liability. (a) Neither any Agent nor any of its Affiliates, Representatives, successors or assigns will Representatives shall be liable for any action taken or omitted to be taken by it or them under the Loan Papers Documents in good faith and believed by it or them to be within the discretion or power conferred upon it or them by the Loan Papers Documents or be responsible for the consequences of any error of judgment (or negligence, except for fraud, gross negligence or willful misconduct), and none neither any Agent nor any of them its Representatives has a fiduciary relationship with any Lender by virtue of the Loan Papers Documents (but provided that nothing in this Agreement negates herein shall negate the obligation of any Agent to account for funds received by it for the account of any Lender). (b) Unless indemnified to its satisfactionsatisfaction against loss, cost, liability, and expense, no Agent may not shall be compelled to do any act under the Loan Papers Documents or to take any action toward the execution or enforcement of the powers thereby created or to prosecute or defend any suit in respect of the Loan PapersDocuments. If any Agent requests instructions from Lenders, or Required Lenders, as the case may be, Lenders with respect to any act or action (including, but not limited to, any failure to act) in connection with any Loan PaperDocument, such Agent is shall be entitled (but shall not be required) to refrain (without incurring any liability to any Person by so refraining) from that such act or action unless and until it has received such instructions. In no event, however, may shall any Agent or any of its Representatives be required to take any action that which it or they reasonably determine could incur for it or them criminal or onerous civil liability or that is contrary to any Loan Paper or applicable Law. Without limiting the generality of the foregoing, no Lender has any right of action against Agent as a result of Agent's acting or refraining from acting under this Agreement in accordance with instructions of Required Lenders, or, if unanimity is required, in accordance with instructions of all Lendersliability. (c) No Agent is not (nor its Representatives) shall be responsible in any manner to any Lender or any Participant participant of a Lender for, and each Lender represents and warrants that it has not relied upon any Agent in respect of, (i) the creditworthiness of Borrower or any Company Guarantor and the risks involved to that such Lender, (ii) the effectiveness, enforceability, genuineness, validity validity, or the due execution of any Loan Paper (other than by Agent)Document, (iii) any representation, warranty, document, certificate, report report, or statement made therein (other than by Agent) or furnished thereunder or in connection therewith, (iv) the adequacy of any collateral now or hereafter securing the Obligation or the existence, priority priority, or perfection of any Lien now or hereafter granted or purported to be granted on the collateral under any Loan PaperDocument, or (v) the observance observation of or compliance with any of the terms, covenants covenants, or conditions of any Loan Paper Document on the part of Borrower or any CompanyGuarantor, or (vi) the relative Rights of the Lenders as among themselves. Each Lender Agrees To Indemnify jointly and severally agrees to indemnify each Agent And Its Affiliates And Representatives And Successors And Assigns And Hold Them Harmless From And Against and hold it harmless from and against (But Limited To Such but limited to such Lender's Pro Rata Part OfAggregate Loan Percentage of) Any And All Liabilitiesany and all liabilities, Obligationsobligations, Losseslosses, Damagesdamages, Penaltiespenalties, Actionsactions, Judgmentsjudgments, Suitssuits, Costscosts, Reasonable Expenses And Reasonable Disbursements Of Any Kind Or Nature Whatsoever That May Be Imposed Onreasonable expenses, Asserted Againstand reasonable disbursements of any kind or nature whatsoever (including counsel fees and disbursements) which may be imposed on, Or Incurred By Them In Any Way Relating To Or Arising Out Of The asserted against, or incurred by such Agent in any way relating to or arising out of the Loan Papers Or Any Action Taken Or Omitted By Them Under The Documents or any action taken or omitted by Administrative Agent under the Loan Papers If Agent And Its Representatives Are Not Reimbursed For Such Amounts By Any Company. Although Agent And Its Representatives Have The Right To Be Indemnified Under This Agreement For Its Or Their Own Ordinary NegligenceDocuments (PROVIDED THAT, Agent And Its Representatives Do Not Have The Right To Be Indemnified Under This Agreement For Its Or Their Own FraudALTHOUGH EACH AGENT SHALL HAVE THE RIGHT TO BE INDEMNIFIED FOR ITS NEGLIGENCE [SOLE, Gross Negligence Or Willful MisconductCOMPARATIVE, CONTINGENT OR OTHERWISE], AGENT SHALL NOT HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT).

Limitation of Agent’s Liability. (a) Neither Agent nor any of its Affiliates, Representatives, successors or assigns will be liable for any action taken or omitted to be taken by it or them under the Loan Papers Documents in good faith and believed by it or them to be within the discretion or power conferred upon it or them by the Loan Papers Documents or be responsible for the consequences of any error of judgment (except for fraud, gross negligence or willful misconduct), and none of them has a fiduciary relationship with any Lender by virtue of the Loan Papers Documents (but nothing in this Agreement negates the obligation of Agent to account for funds received by it for the account of any Lender). (b) Unless indemnified to its satisfaction, Agent may not be compelled to do any act under the Loan Papers Documents or to take any action toward the execution or enforcement of the powers thereby created or to prosecute or defend any suit in respect of the Loan PapersDocuments. If Agent requests instructions from Lenders, or Required Lenders, as the case may be, with respect to any act or action in connection with any Loan PaperDocument, Agent is entitled to refrain (without incurring any liability to any Person by so refraining) from that act or action unless and until it has received instructions. In no event, however, may Agent or any of its Representatives be required to take any action that it or they determine could incur for it or them criminal or onerous civil liability or that is contrary to any Loan Paper Document or applicable Law. Without limiting the generality of the foregoing, no Lender has any right of action against Agent as a result of Agent's acting or refraining from acting under this Agreement in accordance with instructions of Required Lenders, or, if unanimity is required, in accordance with instructions Lenders (or of all Lenders, if instructions from all Lenders is specifically required by the terms of the Loan Documents). (c) Agent is not responsible to any Lender or any Participant for, and each Lender represents and warrants that it has not relied upon Agent in respect of, (i) the creditworthiness of any Company Borrower and the risks involved to that Lender, (ii) the effectiveness, enforceability, genuineness, validity or due execution of any Loan Paper Document (other than by Agent), (iii) any representation, warranty, document, certificate, report or statement made therein (other than by Agent) or furnished thereunder or in connection therewith, (iv) the adequacy of any collateral now or hereafter ever securing the Obligation or the existence, priority or perfection of any Lien now or hereafter ever granted or purported to be granted on the any collateral under any Loan PaperDocument, or (v) the observance of or compliance with any of the terms, covenants or conditions of any Loan Paper Document on the part of any CompanyBorrower. Each Lender Agrees To Indemnify agrees to indemnify Agent And Its Affiliates And and its Representatives And Successors And Assigns And Hold Them Harmless From And Against and hold them harmless from and against (But Limited To Such but limited to such Lender's Pro Rata Part Ofof) Any And All Liabilitiesany and all liabilities, Obligationsobligations, Losseslosses, Damagesdamages, Penaltiespenalties, Actionsactions, Judgmentsjudgments, Suitssuits, Costscosts, Reasonable Expenses And Reasonable Disbursements Of Any Kind Or Nature Whatsoever That May Be Imposed Onreasonable expenses and reasonable disbursements of any kind or nature whatsoever that may be imposed on, Asserted Againstasserted against, Or Incurred By Them In Any Way Relating To Or Arising Out Of The or incurred by them in any way relating to or arising out of the Loan Papers Or Any Action Taken Or Omitted By Them Under The Documents or any action taken or omitted by them under the Loan Papers If Documents if Agent And Its and its Representatives Are Not Reimbursed For Such Amounts By Any Companyare not reimbursed for such amounts by Borrower. Although Agent And Its and its Representatives Have The Right To Be Indemnified Under This have the right to be indemnified under this Agreement For Its Or Their Own Ordinary Negligencefor its or their own ordinary negligence, Agent And Its and its Representatives Do Not Have The Right To Be Indemnified Under This do not have the right to be indemnified under this Agreement For Its Or Their Own Fraudfor its or their own fraud, Gross Negligence Or Willful Misconductgross negligence or willful misconduct.