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

Limitation on Responsibilities of the Agent. The Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by the Agent’s gross negligence or willful misconduct. The Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. The Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Secured Obligations, Collateral, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

Limitation on Responsibilities of the Agent. The Agent shall not be liable to any Secured Party the Lenders for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by the Agent’s gross negligence or willful misconduct. The Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Obligor or Lender or other Secured Party of any obligations under the Loan Documents. The Agent does not make to the Lenders any express or implied warranty, representation, warranty or guarantee to Secured Parties with respect to any Secured Obligations, Collateral, Loan Documents Documents, or Obligor. No Agent Indemnitee shall be responsible to Secured Parties the Lenders 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 perfection, or priority of any Lien therein; , (d) the validity, enforceability enforceability, or collectability collectibility of any Secured Obligations; , (e) or the assets, liabilities, financial condition, results of operations, business, creditworthiness creditworthiness, or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

Limitation on Responsibilities of the Agent. The Agent shall not be liable to any Secured Party for any action taken or omitted to 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 taken necessary, or as the Agent shall believe in good faith shall be necessary, under the Loan Documentscircumstances as provided in Section 9.1) or (b) in the absence of its own bad faith, except for losses directly and solely caused by the Agent’s gross negligence negligence, or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. The Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender Credit Party or other any Secured Party of any obligations under the Loan Documents. The Agent does not make to Lenders any express or implied warranty, representation, warranty or guarantee to Secured Parties with respect to any Secured Obligations, Collateral, Loan Documents Documents, or ObligorBorrower. No Nether Agent Indemnitee nor any of its Related Persons shall be responsible to any Secured Parties Party 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 collectability collectibility of any Secured Obligations; or (e) the assets, liabilities, financial condition, results of operations, business, creditworthiness creditworthiness, or legal status of any Obligor Credit Party or Account Debtor. No Neither Agent Indemnitee nor any of its Related Persons 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 existence 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 observance by validity, enforceability, effectiveness or genuineness of this Agreement, any Obligor of other Loan Document or any terms of the Loan Documentsother agreement, instrument or document or (v) the satisfaction of any conditions precedent contained condition set forth in Article II or elsewhere herein or in any other Loan DocumentsDocument. The Agent shall have no liability with respect to the administration, submission or any other matter related to the rates in the definition “Adjusted LIBOR Rate” or with respect to any comparable or successor rate thereto.

Limitation on Responsibilities of the Agent. The Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Credit Documents, except for losses directly and solely caused by the Agent’s gross negligence negligence, willful misconduct or willful misconductbad faith, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Agent does not assume any responsibility for any failure or delay in performance or any breach by any ObligorLoan Party, Lender or other Secured Party of any obligations under the Loan Credit Documents. The Agent does not make any express or implied representationwarranty, warranty representation or guarantee to the Secured Parties with respect to any Secured Obligations, Collateral, Loan Credit Documents or ObligorLoan Party. No Agent Indemnitee shall be responsible to the Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Credit Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Credit Documents; the genuineness, enforceability, collectibilitycollectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor Loan Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor Loan Party of any terms of the Loan Credit Documents, or the satisfaction of any conditions precedent contained in any Loan Credit Documents.. The Joint Lead Arrangers shall not have any power, obligation, liability, responsibility or duty under this Agreement other than (to the extent such Person is a Lender) those applicable to all Lenders as such. 164

Limitation on Responsibilities of the Agent. The Agent shall not be liable to any Secured Party the Lenders for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by the Agent’s 's gross negligence or willful misconduct. The Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Obligor or Lender or other Secured Party of any obligations under the Loan Documents. The Agent does not make to the Lenders any express or implied warranty, representation, warranty or guarantee to Secured Parties with respect to any Secured Obligations, Collateral, Loan Documents Documents, or Obligor. No Agent Indemnitee shall be responsible to Secured Parties the Lenders 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 perfection, or priority of any Lien therein; , (d) the validity, enforceability enforceability, or collectability collectibility of any Secured Obligations; , (e) or the assets, liabilities, financial condition, results of operations, business, creditworthiness creditworthiness, or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

Limitation on Responsibilities of the Agent. The Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Credit Documents, except for losses directly and solely caused by the Agent’s gross negligence negligence, willful misconduct or willful misconductbad faith, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Agent does not assume any responsibility for any failure or delay in performance or any breach by any ObligorLoan Party, Lender or other Secured Party of any obligations under the Loan Credit Documents. The Agent does not make any express or implied representationwarranty, warranty representation or guarantee to the Secured Parties with respect to any Secured Obligations, Collateral, Loan Credit Documents or ObligorLoan Party. No the Agent Indemnitee shall be responsible to the Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Credit Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Credit Documents; the genuineness, enforceability, collectibilitycollectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor Loan Party or Account Debtor. No the Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor Loan 168 Party of any terms of the Loan Credit Documents, or the satisfaction of any conditions precedent contained in any Loan Credit Documents. The Joint Lead Arrangers shall not have any power, obligation, liability, responsibility or duty under this Agreement other than (to the extent such Person is a Lender) those applicable to all Lenders as such.

Limitation on Responsibilities of the Agent. The Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Credit Documents, except for losses directly and solely caused by the Agent’s gross negligence negligence, willful misconduct or willful misconductbad faith, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Agent does not assume any responsibility for any failure or delay in performance or any breach by any ObligorLoan Party, Lender or other Secured Party of any obligations under the Loan Credit Documents. The Agent does not make any express or implied representationwarranty, warranty representation or guarantee to the Secured Parties with respect to any Secured Obligations, Collateral, Loan Credit Documents or ObligorLoan Party. No Agent Indemnitee shall be responsible to the Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Credit Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Credit Documents; the genuineness, enforceability, collectibilitycollectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor Loan Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor Loan Party of any terms of the Loan Credit Documents, or the satisfaction of any conditions precedent contained in any Loan Credit Documents. The Joint Lead Arrangers shall not have any power, obligation, liability, responsibility or duty under this Agreement other than (to the extent such Person is a Lender) those applicable to all Lenders as such.