Common use of Liabilities; Responsibilities Clause in Contracts

Liabilities; Responsibilities. None of the Credit Agents, any Affiliate of any Credit Agent, or any of their respective officers, directors, employees or agents shall be liable to any Holder for any action taken or omitted by them hereunder or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability for gross negligence or willful misconduct as determined by a court of competent jurisdiction. The Credit Agents shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Credit Agents shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement or any of the other Transaction Documents or the transactions contemplated thereby, -95- or for the financial condition of the Borrower. No Credit Agent shall be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of the Borrower, or the existence or possible existence of any Potential Event of Default or Event of Default.

Liabilities; Responsibilities. None of the Credit AgentsAdministrative Agent, any Affiliate of any Credit the Administrative Agent, or any of their respective officers, directors, employees employees, agents, attorneys or agents consultants shall be liable to any Holder for any action taken or omitted by them hereunder hereunder, under the Notes or under any of the Loan Documents, or in connection therewith, except that no Person shall be relieved of any liability imposed by law for gross negligence or willful misconduct as determined by a court of competent jurisdictionmisconduct. The Credit Agents Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 3.02(b), and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Holder to whom payment was due, but not made, shall be to recover from other Holders any payment in excess of the amount to which they are determined to have been entitled. The Credit Agents Administrative Agent shall not be responsible to any Holder for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectibilitycollectability, or sufficiency of this Agreement Agreement, the Notes or any of the other Transaction Documents or the transactions contemplated thereby, -95- or for the financial condition of the Borrower. No Credit Agent shall be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of the BorrowerBorrowers or any of the other Loan Parties, or the existence or possible existence of any Potential Event of Default or Event of Default.