Common use of Limitation on Responsibilities of Administrative Agent Clause in Contracts

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable for any action taken or not taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor or any Secured Party of any obligations under the Loan Documents. Administrative Agent does not make to Lenders any express or implied warranty, representation, or Guarantee with respect to any Obligations, Collateral, Loan Documents, or Borrower. No Administrative Agent Indemnitee shall be responsible to any Secured Party for (a) any recitals, statements, information, representations, or warranties contained in any Loan Documents; (b) the execution, validity, genuineness, effectiveness, or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibility, value, sufficiency, location, or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility of any Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness, or legal status of any Credit Party or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Rate or with respect to any comparable or successor rate thereto.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable to any Secured Party for any action taken or not omitted to be taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in the absence of its own Loan Documents, except for losses directly and solely caused by Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor Obligor, Lender or any other Secured Party of any obligations under the Loan Documents. Administrative Agent does not make to Lenders any express or implied warranty, representation, warranty or Guarantee guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents, Documents or BorrowerObligor. No Administrative Agent Indemnitee shall be responsible to any Secured Party Parties for (a) any recitals, statements, information, representations, representations or warranties contained in any Loan DocumentsDocuments or Borrower Materials; (b) the execution, validity, genuineness, effectiveness, effectiveness or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibilitycollectability, value, sufficiency, location, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility collectability of any Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness, creditworthiness or legal status of any Credit Party Obligor or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence existence of any Default or Event of Default, (iv) the validityobservance by any Obligor of any terms of the Loan Documents, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or conditions precedent contained in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Rate or with respect to any comparable or successor rate theretoDocuments.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable to any Secured Party for any action taken or not omitted to be taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in the absence of its own Loan Documents, except for losses directly and solely caused by Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor Obligor, Lender or any other Secured Party of any obligations under the Loan Documents. Administrative Agent does not make to Lenders any express or implied warranty, representation, warranty or Guarantee guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents, Borrower Materials or BorrowerObligors. No Administrative Agent Indemnitee shall be responsible to any Secured Party Parties for (a) any recitals, statements, information, representations, representations or warranties contained in any Loan DocumentsDocuments or Borrower Materials; (b) the execution, validity, genuineness, effectiveness, effectiveness or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibilitycollectability, value, sufficiency, location, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility collectability of any Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness, creditworthiness or legal status of any Credit Party Obligor or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence existence of any Default or Event of Default, (iv) the validityobservance by any Obligor of any terms of the Loan Documents, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or conditions precedent contained in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Rate or with respect to any comparable or successor rate theretoDocuments.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable to any Secured Party for any action taken or not omitted to be taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in the absence of its own Loan Documents, except for losses directly and solely caused by Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor Obligor, Lender or any other Secured Party of any obligations under the Loan Documents. Administrative Agent does not make to Lenders any express or implied warranty, representation, warranty or Guarantee guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents, Borrower Materials, Reports or BorrowerObligors. No Administrative Agent Indemnitee shall be responsible to any Secured Party Parties for (a) any recitals, statements, information, representations, representations or warranties contained in any Loan DocumentsDocuments or Borrower Materials; (b) the execution, validity, genuineness, effectiveness, effectiveness or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibilitycollectability, value, sufficiency, location, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility collectability of any Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness, creditworthiness or legal status of any Credit Party Obligor or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence existence of any Default or Event of Default, (iv) the validityobservance by any Obligor of any terms of the Loan Documents, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or conditions precedent contained in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Rate or with respect to any comparable or successor rate theretoDocuments.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable to Lenders for any action taken or not omitted to be taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in the absence of its own Loan Documents, except for losses directly and solely caused by Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor or any Secured Party Lender of any obligations under the Loan Documents. Administrative Agent does not make to Lenders any express or implied warranty, representation, representation or Guarantee guarantee with respect to any Obligations, Collateral, Loan Documents, Documents or BorrowerObligor. No Administrative Agent Indemnitee shall be responsible to any Secured Party Lenders for (a) any recitals, statements, information, representations, representations or warranties contained in any Loan Documents, Borrower Materials; (b) the execution, validity, genuineness, effectiveness, effectiveness or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibilitycollectability, value, sufficiency, location, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility collectability of any Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness, creditworthiness or legal status of any Credit Party Obligor or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party Lender to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence existence of any Default or Event of Default, (iv) the validityobservance or performance by any Obligor of any terms of the Loan Documents, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or conditions precedent contained in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Rate or with respect to any comparable or successor rate theretoDocuments.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable to any Secured Party for any action taken or not omitted to be taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in Loan Documents, except for losses to the absence of its own extent caused by Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor Obligor, Lender or any other Secured Party of any obligations under the Loan Documents. Administrative Agent does not make to Lenders any express or implied warranty, representation, warranty or Guarantee guarantee to Secured Parties with respect to any Obligations, Collateral, Loan Documents, Documents or BorrowerObligor. No Administrative Agent Indemnitee shall be responsible to any Secured Party Parties for (a) any recitals, statements, information, representations, representations or warranties contained in any Loan DocumentsDocuments or Borrower Materials; (b) the execution, validity, genuineness, effectiveness, effectiveness or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibilitycollectability, value, sufficiency, location, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility collectability of any Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness, creditworthiness or legal status of any Credit Party Obligor or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence existence of any Default or Event of Default, (iv) the validityobservance by any Obligor of any terms of the Loan Documents, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or conditions precedent contained in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Rate or with respect to any comparable or successor rate theretoDocuments.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under SECTION 13.6 against any and all Indemnified Claims which may be incurred by Administrative Agent by reason of taking or continuing to take any such action. Administrative Agent shall not be liable to Lenders for any action taken or not omitted to be taken under or in connection with this Agreement or the other Loan Documents except as a result and to the extent of losses caused by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in the absence of its own Agent's actual gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor or any Secured Party Lender of any its obligations under this Agreement or any of the other Loan Documents. Administrative Agent does not make to Lenders Lenders, and no Lender makes to Administrative Agent or the other Lenders, any express or implied warranty, representation, representation or Guarantee guarantee with respect to any the Obligations, the Collateral, the Loan Documents, Documents or Borrowerany Obligor. No Neither Administrative Agent Indemnitee nor any of its officers, directors, employees, attorneys or agents shall be responsible to Lenders, and no Lender nor any Secured Party for of its agents, attorneys or employees shall be responsible to Administrative Agent or the other Lenders, for: (ai) any recitals, statements, information, representations, representations or warranties contained in any of the Loan DocumentsDocuments or in any certificate or other document furnished pursuant to the terms hereof; (bii) the execution, validity, genuineness, effectiveness, effectiveness or enforceability of any of the Loan Documents; (ciii) the genuineness, enforceability, collectibility, value, sufficiency, location, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (div) the validity, enforceability or collectibility of any the Obligations; or (ev) the assets, liabilities, financial condition, results of operations, business, creditworthiness, creditworthiness or legal status of any Credit Party Obligor or any Account Debtor. No Neither Administrative Agent Indemnitee nor any of its officers, directors, employees, attorneys or agents shall have any obligation to any Secured Party Lender to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness observance or genuineness performance by any Obligor of this Agreement, any other of the duties or agreements of such Obligor under any of the Loan Document Documents or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or conditions precedent contained in any other of the Loan DocumentDocuments. Administrative Agent may consult with and employ legal counsel, accountants and other experts and shall have no liability with respect be entitled to the administrationact upon, submission or and shall be fully protected in any other matter related to the rates action taken in the definition of Adjusted LIBOR Rate or with respect to good faith reliance upon, any comparable or successor rate theretoadvice given by such experts.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable to any Secured Party for any action taken or not omitted to be taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in the absence of its own Loan Documents, except for losses directly and solely caused by Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. Administrative Agent does not assume any assumes no responsibility for any failure or delay in performance or any breach by any Obligor Obligor, Lender or any other Secured Party of any obligations under the Loan Documents. Administrative Agent does not make to Lenders Secured Parties any express or implied warranty, representation, representation or Guarantee guarantee with respect to any Obligations, Collateral, Loan Documents, Documents or BorrowerObligor. No Administrative Agent Indemnitee shall be responsible to any Secured Party Parties for (a) any recitals, statements, information, representations, representations or warranties contained in any Loan Documents; (b) the execution, validity, genuineness, effectiveness, effectiveness or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibility, value, sufficiency, location, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility of any Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness, creditworthiness or legal status of any Credit Party Obligor or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence existence of any Default or Event of Default, (iv) the validityobservance or performance by any Obligor of any terms of the Loan Documents, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or conditions precedent contained in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Rate or with respect to any comparable or successor rate theretoDocuments.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable for any action taken or not taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith Good Faith shall be necessary, under the circumstances as provided in Section 16.215.2) or (b) in the absence of its own gross negligence negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgmentjudgment binding on Administrative Agent. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor or any Secured Party of any obligations under the Loan Documents. Administrative Agent does not make to Lenders any express or implied warranty, representation, or Guarantee with respect to any Obligations, Collateral, Loan Documents, or Borrower. No Administrative Agent Indemnitee shall be responsible to any Secured Party for (a) any recitals, statements, information, representations, or warranties contained in any Loan Documents; (b) the execution, validity, genuineness, effectiveness, or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibility, value, sufficiency, location, or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility of any Obligations; or (e) the assets, liabilities, financial conditionposition, results of operations, business, creditworthiness, or legal status of any Credit Party or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 6 or elsewhere herein or in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Term SOFR Rate or with respect to any comparable or successor rate thereto.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.6 against any and all Indemnified Claims which may be incurred by Administrative Agent by reason of taking or continuing to take any such action. Administrative Agent shall not be liable to Lenders for any action taken or not omitted to be taken under or in connection with this Agreement or the other Loan Documents except as a result and to the extent of losses caused by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in the absence of its own Agent’s actual gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor or any Secured Party Lender of any its obligations under this Agreement or any of the other Loan Documents. Administrative Agent does not make to Lenders Lenders, and no Lender makes to Administrative Agent or the other Lenders, any express or implied warranty, representation, representation or Guarantee guarantee with respect to any the Obligations, the Collateral, the Loan Documents, Documents or Borrowerany Obligor. No Neither Administrative Agent Indemnitee nor any of its officers, directors, employees, attorneys or agents shall be responsible to Lenders, and no Lender nor any Secured Party for of its agents, attorneys or employees shall be responsible to Administrative Agent or the other Lenders, for: (ai) any recitals, statements, information, representations, representations or warranties contained in any of the Loan DocumentsDocuments or in any certificate or other document furnished pursuant to the terms hereof; (bii) the execution, validity, genuineness, effectiveness, effectiveness or enforceability of any of the Loan Documents; (ciii) the genuineness, enforceability, collectibility, value, sufficiency, location, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (div) the validity, enforceability or collectibility of any the Obligations; or (ev) the assets, liabilities, financial condition, results of operations, business, creditworthiness, creditworthiness or legal status of any Credit Party Obligor or any Account Debtor. No Neither Administrative Agent Indemnitee nor any of its officers, directors, employees, attorneys or agents shall have any obligation to any Secured Party Lender to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness observance or genuineness performance by any Obligor of this Agreement, any other of the duties or agreements of such Obligor under any of the Loan Document Documents or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or conditions precedent contained in any other of the Loan DocumentDocuments. Administrative Agent may consult with and employ legal counsel, accountants and other experts and shall have no liability with respect be entitled to the administrationact upon, submission or and shall be fully protected in any other matter related to the rates action taken in the definition of Adjusted LIBOR Rate or with respect to good faith reliance upon, any comparable or successor rate theretoadvice given by such experts.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 hereof against any and all Indemnified Claims which may be incurred by Administrative Agent by reason of taking or continuing to take any such action. Administrative Agent shall not be liable to Lenders (or any Lender’s participants) for any action taken or not omitted to be taken by it under any or in connection with this Agreement or the other Loan Document (a) with the consent or at the request Documents except as a result of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 16.2) or (b) in the absence of its own actual gross negligence or willful misconduct, as determined by a court misconduct on the part of competent jurisdiction by final and non-appealable judgmentAdministrative Agent. Administrative Agent does not assume any assumes no responsibility for any failure or delay in performance or any breach by any Obligor or any Secured Party Lender of any its obligations under this Agreement or any of the other Loan Documents. Administrative Agent does not make to Lenders Lenders, and no Lender makes to Administrative Agent or the other Lenders, any express or implied warranty, representation, representation or Guarantee guarantee with respect to any Obligationsthe Loans, the Collateral, the Loan Documents, Documents or Borrowerany Obligor. No Neither Administrative Agent Indemnitee nor any of its officers, directors, employees, attorneys or agents shall be responsible to Lenders, and no Lender nor any Secured Party for of its agents, attorneys or employees shall be responsible to Administrative Agent or the other Lenders, for: (ai) any recitals, statements, information, representations, representations or warranties contained in any of the Loan DocumentsDocuments or in any certificate or other document furnished pursuant to the terms hereof; (bii) the execution, validity, genuineness, effectiveness, effectiveness or enforceability of any of the Loan Documents; (ciii) the validity, genuineness, enforceability, collectibility, value, sufficiency, location, sufficiency or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility of any Obligations; or (eiv) the assets, liabilities, financial condition, results of operations, business, creditworthiness, creditworthiness or legal status of any Credit Party Obligor or any Account Debtor. No Neither Administrative Agent Indemnitee nor any of its officers, directors, employees, attorneys or agents shall have any obligation to any Secured Party Lender to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness observance or genuineness performance by any Obligor of this Agreement, any other of the duties or agreements of such Obligor under any of the Loan Document Documents or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 or elsewhere herein or conditions precedent contained in any other of the Loan DocumentDocuments. Administrative Agent may consult with and employ legal counsel, accountants and other experts and shall have no liability with respect be entitled to the administrationact upon, submission or and shall be fully protected in any other matter related to the rates action taken in the definition of Adjusted LIBOR Rate or with respect to good faith reliance upon, any comparable or successor rate theretoadvice given by such experts.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable for any action taken or not taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith Good Faith shall be necessary, under the circumstances as provided in Section 16.215.2) or (b) in the absence of its own gross negligence negligence, bad faith or willful misconductmisconduct or a material breach of its obligations under the Loan Documents, as determined by a court of competent jurisdiction by final and non-appealable judgmentjudgment binding on Administrative Agent. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor Credit Party or any Secured Party of any obligations under the Loan Documents. Administrative Agent does not make to Lenders any express or implied warranty, representation, or Guarantee with respect to any Obligations, Collateral, Loan Documents, or Borrower. No Administrative Agent Indemnitee shall be responsible to any Secured Party for (a) any recitals, statements, information, representations, or warranties contained in any Loan Documents; (b) the execution, validity, genuineness, effectiveness, or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibility, value, sufficiency, location, or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility of any Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness, or legal status of any Credit Party or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 6 or elsewhere herein or in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Rate Term SOFR or with respect to any comparable or successor rate thereto.

Limitation on Responsibilities of Administrative Agent. Administrative Agent shall not be liable for any action taken or not taken by it under any Loan Document (a) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith Good Faith shall be necessary, under the circumstances as provided in Section 16.215.2) or (b) in the absence of other than resulting solely from its own gross negligence negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgmentjudgment binding on Administrative Agent. Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor or any Secured Party of any obligations under the Loan Documents. Administrative Agent does not make to Lenders any express or implied warranty, representation, or Guarantee with respect to any Obligations, Collateral, Loan Documents, or Borrower. No Administrative Agent Indemnitee shall be responsible to any Secured Party for (a) any recitals, statements, information, representations, or warranties contained in any Loan Documents; (b) the execution, validity, genuineness, effectiveness, or enforceability of any Loan Documents; (c) the genuineness, enforceability, collectibility, value, sufficiency, location, or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; (d) the validity, enforceability or collectibility of any Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness, or legal status of any Credit Party or Account Debtor. No Administrative Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 6 or elsewhere herein or in any other Loan Document. Administrative Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition of Adjusted LIBOR Term SOFR Rate or with respect to any comparable or successor rate thereto.